Exhibit 3.1
RESTATED ARTICLES OF INCORPORATION
OF
SOVEREIGN BANCORP, INC.
FIRST. The name of the Corporation is Sovereign
Bancorp, Inc.
SECOND. The location and post office address of the
Corporation's registered office in this Commonwealth is
1130 Berkshire Boulevard, Wyomissing, Berks County, Pennsylvania
19610.
THIRD. The Corporation was incorporated on March 24,
1987, under the provisions of the Business Corporation Law, the
Act approved May 5, 1933, P.L. 364, as amended (the "Pennsylvania
Business Corporation Law"). The purpose of the Corporation is
and it shall have unlimited power to engage in and to do any
lawful act concerning any or all lawful business for which
corporations may be incorporated under such Law.
FOURTH. The term of the Corporation's existence is
perpetual.
FIFTH. The aggregate number of shares of capital stock
which the Corporation shall have authority to issue is
407,500,000 shares, divided into two classes consisting of
400,000,000 shares of common stock without par value ("Common
Stock") and 7,500,000 shares of preferred stock, having such par
value as the board of directors shall fix and determine, as
provided in Article SIXTH below ("Preferred Stock").
SIXTH. The Preferred Stock may be issued from time to
time as a class without series or, if so determined by the board
of directors of the Corporation, either in whole or in part, in
one or more series. There is hereby expressly granted to and
vested in the board of directors of the Corporation authority to
fix and determine (except as fixed and determined herein), by
resolution, the par value, voting powers, full or limited, or no
voting powers, and such designations, preferences and relative,
participating, optional or other special rights, if any, and the
qualifications, limitations or restrictions thereof, if any,
including specifically, but not limited to, the dividend rights,
conversion rights, redemption rights and liquidation preferences,
if any, of any wholly unissued series of Preferred Stock (or the
entire class of Preferred Stock if none of such shares have been
issued), the number of shares constituting any such series and
the terms and conditions of the issue thereof. Prior to the
issuance of any shares of Preferred Stock, a statement setting
forth a copy of each such resolution or resolutions and the
number of shares of Preferred Stock of each such class or series
shall be executed and filed in accordance with the Pennsylvania
Business Corporation Law. Unless otherwise provided in any such
<PAGE 1> resolution or resolutions, the number of shares of
capital stock of any such class or series so set forth in such
resolution or resolutions may thereafter be increased or
decreased (but not below the number of shares then outstanding),
by a statement likewise executed and filed setting forth a
statement that a specified increase or decrease therein had been
authorized and directed by a resolution or resolutions likewise
adopted by the board of directors of the Corporation. In case
the number of such shares shall be decreased, the number of
shares so specified in the statement shall resume the status they
had prior to the adoption of the first resolution or resolutions.
SEVENTH. Each holder of record of Common Stock shall
have the right to one vote for each share of Common Stock
standing in such holder's name on the books of the Corporation.
No shareholder shall be entitled to cumulate any votes for the
election of directors.
EIGHTH. The management, control and government of the
Corporation shall be vested in a board of directors consisting of
not less than six (6) nor more than twenty-five (25) members in
number, as fixed by the board of directors of the Corporation
from time to time. The directors of the Corporation shall be
divided into three classes: Class I, Class II and Class III.
Each Class shall be as nearly equal in number as possible. If
the number of Class I, Class II or Class III directors is fixed
for any term of office, it shall not be increased during that
term, except by a majority vote of the board of directors. The
term of office of each Class shall be three (3) years, so that
the term of office of one class of directors shall expire each
year when their respective successors have been duly elected by
the shareholders and qualified. At each annual election by the
shareholders of the Corporation, the directors chosen to succeed
those whose terms then expire shall be identified as being of the
same class as the directors they succeed. If, for any reason, a
vacancy occurs on the board of directors of the Corporation, a
majority of the remaining directors shall have the exclusive
power to fill the vacancy by electing a director to hold office
for the unexpired term in respect of which the vacancy occurred.
No director of the Corporation shall be removed from office, as a
director, by the vote of shareholders, unless the votes of
shareholders cast in favor of the resolution for the removal of
such director constitute at least a majority of the votes which
all shareholders would be entitled to cast at an annual election
of directors.
NINTH. [Intentionally omitted.]
TENTH. No holder of any class of capital stock of the
Corporation shall have preemptive rights, and the Corporation
shall have the right to issue and to sell to any person or
persons any shares of its capital stock or any option, warrant or
right to acquire capital stock, or any securities having
conversion or option rights without first offering such shares,
<PAGE 2> rights or securities to any holder of any class of
capital stock of the Corporation.
ELEVENTH. Except as set forth below, the affirmative
vote of shareholders entitled to cast at least 80 percent (80%)
of the votes which all shareholders of the Corporation are
entitled to cast, and if any class of shares is entitled to vote
as a separate class, the affirmative vote of shareholders
entitled to cast at least a majority of the votes entitled to be
cast by the outstanding shares of such class (or such greater
amount as required by the provisions of these Articles of
Incorporation establishing such class) shall be required to
approve any of the following:
(a) any merger or consolidation of the
Corporation with or into any other corporation;
(b) any share exchange in which a corporation,
person or entity acquires the issued or outstanding shares
of capital stock of the Corporation pursuant to a vote of
shareholders;
(c) any sale, lease, exchange or other transfer
of all, or substantially all, of the assets of the
Corporation to any other corporation, person or entity; or
(d) any transaction similar to, or having similar
effect as, any of the foregoing transactions,
if, in any case, as of the record date for the determination of
shareholders entitled to notice thereof and to vote thereon, such
other corporation, person or entity is the beneficial owner,
directly or indirectly, of shares of capital stock of the
Corporation issued, outstanding and entitled to cast five percent
(5%) or more of the votes which all shareholders of the
Corporation are then entitled to cast.
If any of the transactions identified above in this
Article ELEVENTH is with a corporation, person or entity that is
not the beneficial owner, directly or indirectly, of shares of
capital stock of the Corporation issued, outstanding and entitled
to cast five percent (5%) or more of the votes which all
shareholders of the Corporation are then entitled to cast, then
the affirmative vote of shareholders entitled to cast at least a
majority of the votes which all shareholders are entitled to cast
shall be required to approve any such transaction. An
affirmative vote as provided in the foregoing provisions shall,
to the extent permitted by law, be in lieu of the vote of the
shareholders otherwise required by law.
The board of directors of the Corporation shall have
the power and duty to determine, for purposes of this Article
ELEVENTH, on the basis of information known to the board, if and
when such other corporation, person or entity is the beneficial
<PAGE 3> owner, directly or indirectly, of shares of capital
stock of the Corporation issued, outstanding and entitled to cast
five percent (5%) or more of the votes which all shareholders of
the Corporation are then entitled to cast, and/or if any
transaction is similar to, or has an effect similar to, any of
the transactions identified above in this Article ELEVENTH. Any
such determination shall be conclusive and binding for all
purposes of this Article ELEVENTH. The Corporation may
voluntarily completely liquidate and/or dissolve only in
accordance with all applicable laws and only if the proposed
liquidation and/or dissolution is approved by the affirmative
vote of shareholders entitled to cast at least 80 percent (80%)
of the votes which all shareholders are entitled to cast. The
provisions of this Article ELEVENTH shall not apply to any
transaction which is approved in advance by 66-2/3 percent (66-
2/3%) of the members of the board of directors of the
Corporation, at a meeting duly called and held.
TWELFTH. [Intentionally omitted.]
THIRTEENTH. No action required to be taken or which
may be taken at any annual or special meeting of shareholders of
the Corporation may be taken without a meeting, and the power of
the shareholders of the Corporation to consent in writing to
action without a meeting is specifically denied. The presence,
in person or by proxy, of shareholders entitled to cast at least
a majority of the votes which all shareholders are entitled to
cast shall constitute a quorum of shareholders at any annual or
special meeting of shareholders of the Corporation.
FOURTEENTH. The authority to make, amend, alter,
change or repeal the By-Laws of the Corporation is hereby
expressly and solely granted to and vested in the board of
directors of the Corporation, subject always to the power of the
shareholders to change such action by the affirmative vote of
shareholders of the Corporation entitled to cast at least 66-2/3
percent (66-2/3%) of the votes which all shareholders are
entitled to cast, except that Article Eight of the By-Laws of the
Corporation relating to limitations on directors' liabilities and
indemnification of directors, officers and others may not be
amended to increase the exposure to liability for directors or to
decrease the indemnification of directors, officers and others
except by the affirmative vote of 66-2/3 percent (66-2/3%) of the
entire board of directors or by the affirmative vote of
shareholders of the Corporation entitled to cast at least 80
percent (80%) of the votes which all shareholders are entitled to
cast.
FIFTEENTH. The board of directors of the Corporation,
when evaluating any offer of another party to (a) make a tender
or exchange offer for any equity security of the Corporation,
(b) merge or consolidate the Corporation with another
corporation, (c) purchase or otherwise acquire all or
substantially all of the properties and assets of the <PAGE 4>
Corporation, or (d) engage in any transaction similar to, or
having similar effects as, any of the foregoing transactions,
shall, in connection with the exercise of its judgment in
determining what is in the best interests of the Corporation and
its shareholders, give due consideration to all relevant factors,
including without limitation the social and economic effects of
the proposed transaction on the depositors, employees, suppliers,
customers and other constituents of the Corporation and its
subsidiaries and on the communities in which the Corporation and
its subsidiaries operate or are located, the business reputation
of the other party, and the board of directors' evaluation of the
then value of the Corporation in a freely negotiated sale and of
the future prospects of the Corporation as an independent entity.
SIXTEENTH. If any corporation, person, entity, or
group becomes the beneficial owner, directly or indirectly, of
shares of capital stock of the Corporation having the right to
cast in the aggregate 25 percent (25%) or more of all votes
entitled to be cast by all issued and outstanding shares of
capital stock of the Corporation entitled to vote, such
corporation, person, entity or group shall within thirty (30)
days thereafter offer to purchase all shares of capital stock of
the Corporation issued, outstanding and entitled to vote. Such
offer to purchase shall be at a price per share equal to the
highest price paid for shares of the respective class or series
of capital stock of the Corporation purchased by such
corporation, person, entity or group within the preceding twelve
months. If such corporation, person, entity or group did not
purchase any shares of a particular class or series of capital
stock of the Corporation within the preceding twelve months, such
offer to purchase shall be at a price per share equal to the fair
market value of such class or series of capital stock on the date
on which such corporation, person, entity or group becomes the
beneficial owner, directly or indirectly, of shares of capital
stock of the Corporation having the right to cast in the
aggregate 25 percent (25%) or more of all votes entitled to be
cast by all issued and outstanding capital stock of the
Corporation. Such offer shall provide that the purchase price
for such shares shall be payable in cash. The provisions of this
Article SIXTEENTH shall not apply if 80 percent (80%) or more of
the members of the board of directors of the Corporation approve
in advance the acquisition of beneficial ownership by such
corporation, person, entity or group, of shares of capital stock
of the Corporation having the right to cast in the aggregate 25
percent (25%) or more of all votes entitled to be cast by all
issued and outstanding shares of capital stock of the
Corporation. The provisions of this Article SIXTEENTH shall be
in addition to and not in lieu of any rights granted under
Section 910 of the Pennsylvania Business Corporation Law and any
amendment or restatement of such section ("Section 910");
provided, however, that if the provisions of this Article
SIXTEENTH and Section 910 are both applicable in any given
instance, the price per share to be paid for shares of capital
stock of the Corporation issued, outstanding and entitled to vote
<PAGE 5> shall be the higher of the price per share determined in
accordance with this Article SIXTEENTH or the price per share
determined in accordance with the provisions of Section 910.
SEVENTEENTH. The Corporation reserves the right to
amend, alter, change or repeal any provision contained in its
Articles of Incorporation in the manner now or hereafter
prescribed by statute and all rights conferred upon shareholders
and directors herein are hereby granted subject to this
reservation; provided, however, that the provisions set forth in
Articles SEVENTH, EIGHTH, ELEVENTH and THIRTEENTH through
FIFTEENTH, inclusive, of these Articles of Incorporation may not
be repealed, altered or amended, in any respect whatsoever,
unless such repeal, alteration or amendment is approved by either
(a) the affirmative vote of shareholders of the Corporation
entitled to cast at least 80 percent (80%) of the votes which all
shareholders of the Corporation are then entitled to cast or
(b) the affirmative vote of 80 percent (80%) of the members of
the board of directors of the Corporation and the affirmative
vote of shareholders of the Corporation entitled to cast at least
a majority of the votes which all shareholders of the Corporation
are then entitled to cast.
<PAGE 6>
APPENDIX I
SOVEREIGN BANCORP, INC.
RESOLUTION OF THE BOARD OF DIRECTORS
ADOPTED ON SEPTEMBER 19, 1989, AND
FILED WITH THE SECRETARY OF THE COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE ON OCTOBER 16, 1989
TERMS OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
RESOLVED that, pursuant to the authority vested in the
Board of Directors of the Corporation by the Articles of
Incorporation, the Board of Directors does hereby provide for the
issue of a series of Preferred Stock, without par value, of the
Corporation, to be designated "Series A Junior Participating
Preferred Stock" (hereinafter referred to as the "Series A
Preferred Stock" or "this Series"), initially consisting of
25,000 shares, and to the extent that the designations, powers,
preferences and relative and other special rights and the
qualifications, limitations and restrictions of the Series A
Preferred Stock are not stated and expressed in the Articles of
Incorporation, does hereby fix and herein state and express such
designations, powers, preferences and relative and other special
rights and the qualifications, limitations and restrictions
thereof, as follows (all terms used herein which are defined in
the Articles of Incorporation shall be deemed to have the
meanings provided therein):
1. Designation and Amount. The designation of the
series of Preferred Stock created by this resolution shall be
"Series A Junior Participating Preferred Stock" and the number of
shares constituting such Series is Twenty-Five Thousand (25,000).
Such number of shares may be increased or decreased by resolution
of the Board of Directors; provided, that no decrease shall
reduce the number of shares of Series A Preferred Stock to a
number less than the number of shares then outstanding plus the
number of shares reserved for issuance upon the exercise of
outstanding options, rights or warrants or upon the conversion of
any outstanding securities of the Corporation convertible into
shares of this Series.
2. Dividends.
(A) Subject to the prior and superior rights of
the holders of any shares of any series of Preferred Stock
ranking prior and superior to the shares of this Series with
respect to dividends, the holders of shares of this Series shall
be entitled to receive, when and as declared by the Board of
Directors out of funds legally available for the purpose,
quarterly dividends payable in cash on April 1, July 1,
October 1, and January 1 of each year (each such date being
referred to herein as a "Quarterly Dividend Payment Date"),
<PAGE 1> commencing on the first Quarterly Dividend Payment Date
after the first issuance of a share or fraction of a share of
this Series, in an amount per share (rounded to the nearest cent)
equal to the greater of (a) $10.00 or (b) subject to the
provision for adjustment hereinafter set forth, 100 times the
aggregate per share amount of all cash dividends, and 100 times
the aggregate per share amount (payable in kind) of all non-cash
dividends or other distributions other than a dividend payable in
Common Stock or a subdivision of the outstanding Common Stock (by
reclassification or otherwise), declared on the Common Stock
since the immediately preceding Quarterly Dividend Payment Date,
or, with respect to the first Quarterly Dividend Payment Date,
since the first issuance of any share or fraction of a share of
this Series. In the event the Company shall at any time after
September 19, 1989 (the "Rights Declaration Date") declare any
dividend on the Common Stock payable in Common Stock, subdivide
the outstanding Common Stock, or combine the outstanding Common
Stock into a smaller number of shares, then in each such case the
amount to which holders of shares of this Series were entitled
immediately prior to such event under clause (b) of the preceding
sentence shall be adjusted by multiplying such amount by a
fraction the numerator of which is the number of Common Stock
outstanding immediately after such event and the denominator of
which is the number of Common Stock that were outstanding
immediately prior to such event.
(B) The Corporation shall declare a dividend or
distribution on the Series A Preferred Stock as provided in
paragraph (A) of this Section immediately after it declares a
dividend or distribution on the Common Stock (other than a
dividend payable in Common Stock); provided that, in the event no
dividend or distribution shall have been declared on the Common
Stock during the period between any Quarterly Dividend Payment
Date and the next subsequent Quarterly Dividend Payment Date, a
dividend of $10.00 per share on Series A Preferred Stock shall
nevertheless be payable on such subsequent Quarterly Dividend
Payment Date.
(C) Dividends shall begin to accrue and be
cumulative on outstanding shares of Series A Preferred Stock from
the Quarterly Dividend Payment Date next preceding the date of
issue of such shares of this Series, unless the date of issue of
such shares is prior to the record date for the first Quarterly
Dividend Payment Date in which case dividends on such shares
shall begin to accrue from the date of issue of such shares, or
unless the date of issue is a Quarterly Dividend Payment Date or
is a date after the record date for the determination of holders
of shares of this Series entitled to receive a quarterly dividend
and before such Quarterly Dividend Payment Date, in either of
which events such dividends shall begin to accrue and be
cumulative from such Quarterly Dividend Payment Date. Accrued
but unpaid dividends shall not bear interest. Dividends paid on
the shares of this Series in an amount less than the total amount
of such dividends at the time accrued and payable on such shares
<PAGE 2> shall be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding. The Board of
Directors may fix a record date for the determination of holders
of shares of this Series entitled to receive payment of a
dividend or distribution declared thereon, which record date
shall be no more than days prior to the date fixed for the
payment thereof.
3. Voting Rights. The holders of shares of Series A
Preferred Stock shall have the following voting rights:
(A) Subject to the provision for adjustment
hereinafter set forth, each share of Series A Preferred Stock
shall entitle the holder thereof to 100 votes on all matters
submitted to a vote of the shareholders of the Corporation. In
the event the Corporation shall at any time declare or pay any
dividend on the Common Stock payable in Common Stock, or effect a
subdivision or combination or consolidation of the outstanding
Common Stock (by reclassification or otherwise than by payment of
a dividend in Common Stock) into a greater or lesser number of
Common Stock, then in each such case the number of votes per
share to which holders of shares of Series A Preferred Stock were
entitled immediately prior to such event shall be adjusted by
multiplying such number by a fraction, the numerator of which is
the number of Common Stock outstanding immediately after such
event and the denominator of which is the number of Common Stock
that were outstanding immediately prior to such event.
(B) Except as otherwise provided herein, in any
other resolutions creating a series of Preferred Stock or any
similar stock, or by law, the holders of shares of Series A
Preferred Stock and the holders of Common Stock and any other
capital stock of the Corporation having general voting rights
shall vote together as one class on all matters submitted to a
vote of stockholders of the Corporation.
(C) Except as set forth herein, or as otherwise
provided by law, holders of Series A Preferred Stock shall have
no special voting rights and their consent shall not be required
(except to the extent they are entitled to vote with holders of
Common Stock as set forth herein) for taking any corporate
action.
4. Certain Restrictions.
\CA Whenever quarterly dividends or other
dividends or distributions payable on the Series A Preferred
Stock as provided in Section 2 are in arrears, thereafter and
until all accrued and unpaid dividends and distributions, whether
or not declared, on shares of Series A Preferred Stock
outstanding shall have been paid in full, the Corporation shall
not:
<PAGE 3>
(i) declare or pay dividends, or make any
other distributions, on any shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends, or make any
other distributions, on any shares of stock ranking on a
parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series A Preferred
Stock, except dividends paid ratably on the Series A
Preferred Stock and all such parity stock on which dividends
are payable or in arrears in proportion to the total amounts
to which the holders of all such shares are then entitled;
(iii) redeem or purchase or otherwise
acquire for consideration shares of any stock ranking junior
(either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Preferred Stock, provided that
the Corporation may at any time redeem, purchase or
otherwise acquire shares of any such junior stock in
exchange for shares of any stock of the Corporation ranking
junior (either as to dividends or upon dissolution,
liquidation or winding up) to the Series A Preferred Stock;
or
(iv) redeem or purchase or otherwise acquire
for consideration any shares of Series A Preferred stock, or
any shares of stock ranking on a parity with the Series A
Preferred Stock, except in accordance with a purchase offer
made in writing or by publication (as determined by the
Board of Directors) to all holders of such shares upon such
terms as the Board of Directors, after consideration of the
respective annual dividend rates and other relative rights
and preferences of the respective series and classes, shall
determine in good faith will result in fair and equitable
treatment among the respective series or classes.
(B) The Corporation shall not permit any
subsidiary of the Corporation to purchase or otherwise acquire
for consideration any shares of stock of the Corporation unless
the Corporation could, under paragraph (A) of this Section 4,
purchase or otherwise acquire such shares at such time and in
such manner.
5. Reacquired Shares. Any shares of Series A
Preferred Stock purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired and
cancelled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but
unissued shares of Preferred Sock and may be reissued as part of
a new series of Preferred Stock subject to the conditions and
restrictions on issuance set forth herein, in the Articles of
Incorporation, or in any other resolutions creating a series of
<PAGE 4> Preferred Stock or any similar stock or as otherwise
required by law.
6. Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the Corporation, no
distribution shall be made (A) to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Preferred Stock
unless, prior thereto, the holders of shares of Series A
Preferred Stock shall have received $100.00 per share, plus an
amount equal to accrued and unpaid dividends and distributions
thereon, whether or not declared, to the date of such payment,
provided that the holders of shares of Series A Preferred stock
shall be entitled to receive an aggregate amount per share,
subject to the provision for adjustment hereinafter set forth,
equal to 100 times the aggregate amount to be distributed per
share to holders of Common Stock, or (B) to the holders of shares
of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A
Preferred Stock, except distributions made ratably on the
Series A Preferred Stock and all such parity stock in proportion
to the total amounts to which the holders of all such shares are
entitled upon such liquidation, dissolution or winding up. In
the event the Corporation shall at any time declare or pay any
dividend on the Common Stock payable in Common Stock, or effect a
subdivision or combination or consolidation of the outstanding
Common Stock (by reclassification or otherwise than by payment of
a dividend in Common Stock) into a greater or lesser number of
shares of Common Stock, then in each such case the aggregate
amount to which holders of shares of Series A Preferred Stock
were entitled immediately prior to such event under the proviso
in clause (A) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction the numerator of which is
the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to
such event.
7. Consolidation, Merger, Etc. In case the
Corporation shall enter into any consolidation, merger,
combination or other transaction in which the Common Shares are
exchanged for or changed into other stock or securities, cash
and/or any other property, then in any such case each share of
Series A Preferred Stock shall at the same time be similarly
exchanged or changed into an amount per share, subject to the
provision for adjustment hereinafter set forth, equal to
100 times the aggregate amount of stock, securities, cash and/or
any other property (payable in kind), as the case may be, into
which or for which each Common Stock is changed or exchanged. In
the event the Corporation shall at any time declare or pay any
dividend on the Common Stock payable in Common Stock, or effect a
subdivision or combination or consolidation of the outstanding
Common Stock (by reclassification or otherwise than by payment of
a dividend in Common Stock) into a greater or lesser number of
<PAGE 5> shares of Common Stock then in each such case the amount
set forth in the preceding sentence with respect to the exchange
or change of shares of Series A Preferred Stock shall be adjusted
by multiplying such amount by a fraction, the numerator of which
is the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to
such event.
8. No Redemption. The shares of Series A Preferred
Stock shall not be redeemable.
9. Rank. The Series A Preferred Stock shall rank,
with respect to the payment of dividends and the distribution of
assets, junior to all series of any other class of the
Corporation's Preferred Stock.
10. Amendment. The Articles of Incorporation of the
Corporation shall not be amended in any manner which would
materially alter or change the powers, preferences or special
rights of the Series A Preferred Stock so as to affect them
adversely without the affirmative vote of the holders of at least
two-thirds of the outstanding shares of Series A Preferred Stock,
voting together as a single class. <PAGE 6>