UNANIMOUS WRITTEN CONSENT
OF THE DIRECTORS OF
CASINO AIRLINK, INC.
(FORMERLY KNOWN AS
INTEGRATED MARKETING PROFESSIONALS, INC.)
The undersigned, constituting all of the directors of Casino
Airlink, Inc. (formerly known as Integrated Marketing
Professionals, Inc.) (the "corporation") acting pursuant to the
authority of Section 78.315.2 of the Nevada Revised Statutes,
hereby consent to the adoption of the following resolutions, to
have the same force and effect as if duly adopted at a meeting
duly noticed and held:
WHEREAS, the corporation's Articles of Incorporation authorize
the issuance of twenty-five million (25,000,000) shares of common
stock of the corporation with a par value of $.10 (the "Common
Stock") and, additionally, ten million (10,000,000) shares of
preferred stock, also with a par value of $.10 per share (the
"Preferred Stock"); and,
WHEREAS, the board of directors has determined that it is in the
best interest of the corporation to issue to certain investors
shares of the Company's Preferred Stock, as authorized for
issuance by the Company's Articles of Incorporation;
NOW, THEREFORE, BE IT RESOLVED, that pursuant to Section 78.1955
of the Nevada Revised Statutes, the corporation shall, and hereby
does, create a series of its Preferred Stock:
RESOLVED FURTHER, that the Series A Preferred Stock shall and
hereby does comprise a total of five million (5,000,000) shares;
and
RESOLVED FURTHER, that the rights, preferences, privileges and
restrictions granted to or imposed upon the Series A Preferred
Stock shall be, and hereby are as follows:
RESOLVED FURTHER, that the President and such other officers as
he may designate be, and each hereby is, authorized, directed and
empowered to execute all other documents and to take such other
action as they may deem necessary or advisable in order to carry
out and perform the purpose of these resolutions.
RESOLVED FURTHER, that the President and such officers as he may
designate be, and each hereby is, authorized, directed and
empowered to take such actions and execute such documents as they
may deem necessary or appropriate to effect the issuance of such
shares of the Series A Preferred Stock for such consideration.
Date: December 7, 1996.
/s/ William Forhan
William Forhan, Director
/s/ Ellen Forhan
Ellen Forhan, Director
RIGHTS, PREFERENCES, AND PRIVILEGES OF SERIES A PREFERRED STOCK
1. Voting Rights. Except as otherwise required by law or
Section 6 hereof, the holder of each share of Series A Preferred
Stock issued and outstanding shall be entitled to the number of
votes equal to the number of shares of Common Stock into which
such shares of Series A Preferred Stock could be converted at the
record date for the determination of the shareholders entitled to
vote on such matters, or, if no such record date is established,
at the date such vote is taken or any written consent of
shareholders is solicited, such votes to be counted together with
all other shares of the corporation having general voting power
and not separately as a class. Fractional votes by the holder of
Series A Preferred Stock shall not, however, be permitted, and
any fractional voting rights shall (after aggregating all shares
into which shares of Series A Preferred Stock held by each holder
could be converted) be rounded down to the nearest whole number.
2. Dividends. The holders of the Series A Preferred Stock shall
be entitled, when, as and if declared by the board of directors
of the corporation, to noncumulative dividends in such amount as
may be determined from time to time by the board of directors,
such dividends to be paid out of funds legally available
therefor. No dividend or distribution shall be declared or paid
on any shares of Common Stock (other than dividends payable
solely in common stock of the corporation) unless at the same
time an equivalent dividend or distribution is paid or declared
and set aside for payment on the Series A Preferred Stock (on an
as-if converted to Common Stock basis).
3. Liquidation Preference. In the event of any liquidation,
dissolution, or winding up of the corporation, either voluntary
or involuntary, distributions to the shareholders of the
corporation shall be made in the following manner:
(a) The holders of the Series A Preferred Stock shall be
entitled to receive, prior and in preference to any distribution
of any of the assets or surplus funds of the corporation to the
holders of the Common Stock by reason of their ownership of such
shares, an amount equal to $.63 for each shares of Series A
Preferred Stock then held by them, plus all declared but unpaid
dividends on such shares, minus an amount equal to all dividends
per share on the Series A Preferred Stock paid since the date
such shares were issued (the "Original Issuance Date") that were
not also paid with respect to the Common Stock. If the assets
and funds thus distributed among the holders of the Series A
Preferred Stock shall be insufficient to permit the payment to
such holders of the full preferential amount, then the entire
assets and funds of the corporation legally available for such
distribution shall be distributed among the holders of the Series
A Preferred Stock in proportion to the shares of Series A
Preferred Stock then held by them. After payment has been made
to the holders of the Series A. Preferred Stock of the full
amounts as to which they shall be entitled as aforesaid, the
holders of the Common Stock shall be entitled to receive ratably
all of the remaining assets.
(b) For purposed of this paragraph 3, (i) a merger or
consolidation of the corporation with or into any other
corporation or corporations, or (ii) the merger of any other
corporation or corporations into the corporation, as a result of
which consolidation or merger (A) the shareholders of the
corporation receive distributions in cash or securities or
another corporation or corporations as a result of such
consolidation or merger or (B) the shareholders of the
corporation shall own less than fifty percent (50%) of the voting
securities of the surviving corporation, or (iii) a sales of all
of substantially all of the assets of the corporation, shall be
treated as liquidation, dissolution or winding up of the
corporation.
(c) Any securities to be delivered to the holders of the
Series A Preferred Stock pursant to paragraph 3(b) above shall be
valued as follows:
(i) If traded on an securities exchange, the value shall be
deemed to be the average of the closing prices of the securities
on such exchange over the 30 day period ending three (3) days
prior to the closing;
(ii) If actively traded over-the-counter, the value shall be
deemed to be the average of the closing bid or sale prices
(whichever are applicable over the 30-day period ending three (3)
days prior to the closing; and
(iii) If there is no active public market, the value shall be
the fair market value thereof, as mutually determined by the
corporation and the holder of Series A Preferred Stock who would
been entitled to receive such securities or the same type of
securities and whose Series A Preferred Stock represents at least
a majority of the voting power of all then outstanding shares of
such Series A Preferred Stock.
4. Conversion. The holders of the Series A Preferred Stock
shall have conversion rights as follows (the "Conversion
Rights"):
(a) Rights to Convert. Each share of Series A Preferred Stock
shall be convertible, at the option of the holder thereof, at any
time after the date of issuance of such share at the office of
the corporation or any transfer agent for the Series A Preferred
Stock. Each shares of Series A Preferred Stock shall be
convertible into the number of fully paid and nonassessable
shares of Common Stock which results from dividing the Conversion
Price (as hereinafter defined) per share in effect for the Series
A Preferred Stock at the time of conversion into the per share
conversion value (as hereinafter defined) of such series. The
initial Conversion Price per share of Series A Preferred Stock
shall be $0.315, and the per share Conversion Value of Series A
Preferred Stock shall be $0.630, plus any declared but unpaid
dividends on the Series A Preferred Stock. The initial
Conversion Price of Series A Preferred Stock shall be subject to
adjustment from time to time as provided below. The number of
shares of Common Stock into which a share of Series A Preferred
Stock is convertible is hereinafter referred to as the
"Conversion Rate" of such series.
(b) Mechanics of Conversion. Before any holder of Series A
Preferred Stock shall be entitled to convert the same into full
shares of Common Stock and receive certificates therefor, he or
she shall surrender the certificate or certificates therefor,
duly endorsed, at the office of the corporation or of any
transfer agent for the Series A Preferred Stock and shall give
written notice to the corporation at such office that such holder
elects to convert the same. The corporation shall issue
certificates evidencing the shares of Common Stock issuable upon
such conversion if the holder notifies the corporation or its
transfer agent that such certificates have been lost, stolen or
destroyed and executes an agreement satisfactory to the
corporation to indemnify the corporation from any loss incurred
by it in connection with such certificates. The corporation
shall, as soon as practicable after such delivery, or such
agreement of indemnification in the case of a lost certificate,
issue and deliver at such office to such holder of Series A
Preferred Stock, a certificate or certificates for the number of
shares of Common Stock to which the holder shall be entitled as a
foresaid and a check payable to the holder in the amount of any
cash amounts payable in lieu of conversion into fractional shares
of Common Stock as set forth below. 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 Series A
Preferred Stock to be converted, and the person or persons
entitled to receive the shares of Common Stock issuable upon such
conversion shall be treated for all purposes as the record holder
or holders of such shares of Common Stock on such date.
(c) Fractional Shares. In lieu of any fractional shares to
which the holder of Series A Preferred Stock would otherwise be
entitled, the corporation shall pay cash equal to such fraction
multiplied by the fair market value of one share of Common Stock,
as determined in the sole discretion of the board of directors of
the corporation. Whether or not fractional shares would be
issuable upon such conversion shall be determined on the basis of
the total number of shares of Series A Preferred Stock of each
holder at the time converting into Common Stock and the number of
shares of Common Stock issuable upon such aggregate conversion.
(d) Adjustment of Conversion Price. The Conversion Price of
Series A Preferred Stock shall be subject to adjustment from time
to time as follows:
(i) If the corporation shall issue any Common Stock ("Additional
Stock"), not including "Excluded Stock," as defined below, for a
consideration per share less than the conversion Price in effect
immediately prior to the issuance of such Common Stock (excluding
stock dividends, subdivisions, split-ups, combinations, dividends
or recapitalizations which are covered by subparagraph 4(d)(iii),
(iv), (v) and (vi)), the Conversion Price in effect immediately
after such issuance of Additional Stock shall forthwith (except
as provided in this paragraph 4(d) be adjusted to a price
determined by multiplying the Conversion Price in effect
immediately prior to such issuance of Additional Stock by a
fraction:
the numerator of which shall be equal to the sum of:
(x) the total number of shares of Common Stock outstanding
(including any shares of Common Stock issuable upon conversion of
the Series A Preferred Stock, or deemed to have been issued
pursuant to subdivision (3)(B), (C) and (D) of this clause (I)
immediately prior to such issuance, plus
(y) the number shares of Common Stock that the aggregate
consideration received by the corporation for the Additional
Stock would purchase at the Conversion Price in effect
immediately before such issuance of Additional Stock;
(B) and the denominator of which shall be the total number of
shares of Common Stock outstanding (including any shares of
Common Stock issuable upon conversion of the Series A Preferred
Stock or deemed to have been issued pursuant to subdivision (3)
(B), (C) and (D) of this clause (i) immediately after the
issuance of such Additional Stock.
For the purposes of any adjustment of the conversion Price
pursuant to this clause (i), the following provisions shall be
applicable:
(1) In the case of the issuance of Additional Stock for cash,
the consideration shall be deemed to be the amount of cash paid
therefor before deducting any discounts, commissions or expenses
paid or incurred by the corporation in connection with the
issuance and sale thereof.
(2) In the case of the issuance of Additional Stock for a
consideration in whole or in part other than cash, the
consideration other than cash shall be deemed to be the fair
value thereof as determined by the board of directors of the
corporation in its sole discretion; provided, however, that if,
at the time of such determination , the corporation's Common
Stock is traded in the over-the-counter market or on a national
or regional securities exchange, such fair market value as
determined by the board of directors of the corporation shall not
exceed the aggregate "Current Market Price" (as defined below) of
the shares of Additional Stock being issued.
(3) In the case of the issuance of (i) options to purchase or
rights to subscribe for Common Stock (other than Excluded Stock),
(ii) securities by their terms convertible into or exchangeable
for Common Stock (other than Excluded Stock), or (iii) options to
purchase or rights to subscribe for such convertible or
exchangeable securities:
(A) the aggregate maximum number of shares of Common Stock
deliverable upon exercise of such options to purchase or rights
to subscribe for Common Stock shall be deemed to have been issued
at the time such options or rights were issued and for a
consideration equal to the consideration (determined in the
manner provided in subdivisions (1) and (2) above), if any
received by the corporation upon the issuance of such options or
rights plus the minimum purchase price provided in such options
or rights for the Common Stock covered thereby;
the aggregate maximum number of shares of Common Stock
deliverable upon conversion of or in exchange for any such
convertible or exchangeable securities, or upon the exercise of
options to purchase or rights to subscribe for such convertible
or exchangeable securities and subsequent conversions or exchange
thereof, shall be deemed to have been issued at the time such
securities were issued or such options or rights were issued and
for a consideration equal to the consideration received by the
corporation for any such securities and related options or rights
(excluding any cash received on account of accrued interest or
accrued dividends), plus the minimum additional consideration, if
any, to be received by the corporation upon the conversion or
exchange of such securities or the exercise of any related
options or rights (the consideration in each case to be
determined in the manner provided in subdivisions (1) and (2)
above);
on any change in the number of shares of Common Stock deliverable
upon exercise of any such options or rights or conversion of or
exchange for such convertible or exchangeable securities, or on
any change in the minimum purchase price of such options, rights
or securities, other than a change resulting from the
antidilution provisions of such options, rights or securities,
the Conversion Price shall forthwith be readjusted to such
conversion Price as would have obtained had the adjustment made
upon the issuance of such options, rights or securities not
exercised, converted or exchanged prior to such change, as the
case may be, been made upon the basis of such change; and
on the expiration of any such options or rights, the termination
of any such rights to convert or exchange or the expiration of
any options or rights related to such convertible or exchangeable
securities, the Conversion Price shall forthwith be readjusted to
such Conversion Price as would have obtained had the adjustment
made upon the issuance of such options, rights, convertible or
exchangeable securities or options or rights related to such
convertible or exchangeable securities, as the case may be, been
made upon the basis of the issuance of only the number of shares
of Common Stock actually issued upon the exercise of such options
or rights, upon the conversion or exchange of such convertible or
exchangeable securities or upon the exercise of the options or
tights related to such convertible or exchangeable securities, as
the case may be.
"Excluded Stock" shall mean:
all shares of Series A Preferred Stock and the Common Stock into
which the shares of Series A Preferred Stock are convertible;
shares of Common Stock or other securities issuable to employees,
directors or consultants of the corporation pursuant to plans and
arrangements approved by the board of directors of the
corporation;
all shares of Common Stock or other securities issued as a
distribution or dividend with respect to the Series A Preferred
Stock; and
all shares of Common Stock or other securities the issuance of
which gives rise to an adjustment of the conversion Price of the
Series A Preferred Stock pursuant to subparagraph 4(d)(iii) or
(iv) or a distribution with respect to the Series A Preferred
Stock pursuant to subparagraph 4(d)(v) or (vi).
(iii) If the number of shares of Common Stock outstanding at
any time after the date hereof is increased by a stock dividend
payable in shares of Common Stock or by a subdivision or split-up
of shares of Common Stock, then, on the date such payment is made
or such change is effective, the Conversion Price of the Series A
Preferred Stock shall be appropriately decreased so that the
number of shares of Common Stock issuable on conversion of any
shares of such Series A Preferred Stock shall be increased in
proportion to such increase of outstanding shares.
(iv) If the number of shares of Common Stock outstanding at any
time after the date hereof is decreased by a combination of the
outstanding shares of Common Stock, the, on the effective date of
such combination the conversion Price of the Series A Preferred
Stock shall be appropriately increased so that the number of
shares of Common Stock issueable on conversion of any shares of
such Series A Preferred Stock shall be decreased in proportion to
such decrease in outstanding shares.
(v) In case the corporation shall declare a cash dividend upon
its Common Stock payable otherwise than out of retained earnings
or shall distribute to holders of its Common Stock shares of its
capital stock (other than Common Stock), stock or other
securities of other persons, evidences of indebtedness issued by
the corporation or other persons, asset (excluding cash
dividends) or options or rights (excluding options to purchase
and rights to subscribe for Common Stock or other securities of
the corporation convertible into or exchangeable for Common
Stock), then, in each such case, the holders of shares of Series
A Preferred Stock shall, concurrent with the distribution to
holders of Common Stock, receive a like distribution based upon
the number of shares of Common Stock into which each share of
Series A Preferred Stock is then convertible.
(vi) In case, at any time after the date hereof, of any capital
reorganization or any reclassification of the stock of the
corporation (other than as a result of s stock dividend or
subdivision, split-up or combination of shares), the shares of
the Series A Preferred Stock shall, after such reorganization or
reclassification, be convertible into the kind and number of
shares of stock or other securities or property of the
corporation or otherwise to which such holder would have been
entitled if immediately prior to such reorganization or
reclassification, he or she had converted his or her shares of
Series A Preferred Stock into Common Stock. The provisions of
this clause (vi) shall similarly apply to successive
reorganizations and reclassifications.
(vii) All calculations under this paragraph 4 shall be made
to the nearest cent or to the nearest one hundredth (1/100) of a
share, as the case may be.
(viii) For the purpose of any computation pursuant to this
paragraph 4(d), the "Current Market Price" at any date of one
share of Common Stock shall be deemed to be the closing price or
the average of the highest reported bid and the lowest reported
ask prices, as applicable, on the preceding business day as
furnished by a nationally-recognized source of quotations.
Minimal Adjustments. No adjustment in the Conversion Price need
be made is such adjustment would result in a change in the
Conversion Price of less than $0.01. Any adjustment of less than
$0.01 which is not made shall be carried forward and shall be
made at the time of and together with any subsequent adjustment
which, on a cumulative basis, amounts to an adjustment of $0.01
or more in the Conversion Price.
No Impairment. The corporation will not through any
reorganization, recapitalization, 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 paragraph 4 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 Series A Preferred Stock against
impairment. This provision shall not restrict the corporation's
right to amend its Articles of Incorporation with the requisite
shareholder consent.
Certificate as to Adjustment. Upon the occurrence of each
adjustment or readjustment of the Conversion Price pursuant to
this paragraph 4, the corporation at its expense shall promptly
compute such adjustment or readjustment in accordance with the
terms hereof and prepare and furnish to each holder of Series A
Preferred Stock a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such
adjustment or readjustment is based. The corporation shall, upon
written request at any time of any holder of Series A Preferred
Stock, furnish or cause to be furnished to such holder a like
certificate setting forth (i) all such adjustments and
readjustments, (ii) the conversion Price at the time in effect,
and (iii) the number of shares of Common Stock and the amount, if
any, of other property that at the time would be received upon
the conversion of such holder's shares of Series A Preferred
Stock.
Notices of Record Date. In the event that the corporation shall
propose at any time:
(i) to declare any dividend or distribution upon its Common
Stock, whether in cash, property, stock or other securities,
whether or not a regular cash dividend and whether or not out of
earnings or earned surplus;
to offer for subscription pro rata to the holders of any class or
series of its stock any additional shares of stock of any class
or series or other rights;
to effect any reclassification or recapitalization of its Common
Stock outstanding involving a change in the Common Stock; or
to merge or consolidate with or into any other corporation, or
sell, lease or convey all or substantially all its property or
business, or to liquidate, dissolve or wind up;
then, in connection with each such event, the corporation shall
send to the holders of the Series A Preferred Stock:
at least 10 days' prior written notice of the date on which a
record shall be taken for such dividend, distribution or
subscription rights (and specifying the date on which the holders
of Common Stock shall be entitled thereto and the amount and
character of such dividend, distribution or right) or for
determining rights to vote in respect of the matters referred to
in (iii) and (iv) above; and
in the case of the matters referred to in (iii) and (iv) above,
at least 20 days' prior written notice of the date when the same
shall take place (and specifying the date on which the holders of
Common Stock shall be entitled to exchange their common Stock for
securities or other property deliverable upon the occurrence of
such event or the record date for the determination of such
holders if such record date is earlier).
Each such written notice shall be delivered personally or given
by first class mail, postage prepaid, addressed to the holders of
the Series A Preferred Stock at the address for each such holder
as shown on the books of the corporation.
Reservation of Stock Issuable Upon Conversion. The corporation
shall at all times reserve and keep available out of its
authorized but unissued shares of Common Stock solely for the
purpose of effecting the conversion of the shares of Series A
Preferred Stock such number of shares of its Common Stock as
shall from time to time be sufficient to effect the conversion of
all outstanding shares of Series A Preferred Stock; and if at any
time the number of authorized but unissued shares of Common Stock
shall not be sufficient to effect the conversion of all then
outstanding shares of Series A Preferred Stock, the corporation
will take such corporate action as may, in the opinion of its
counsel, be necessary to increase its authorized but unissued
shares of Common Stock to such number of shares as shall be
sufficient for such purpose.
Reissuance of Converted or Contributed Shares. In case any shares
of Series A Preferred Stock are converted into Common Stock
pursuant to Section 4 hereof or contributed back to the
corporation, after the Original Issue Date of such shares, all
such shares so converted or contributed shall, upon such
conversion or contribution, resume the status of authorized, but
undesignated and unissued, shares of Series A Preferred Stock.
5. Registration Rights.
The corporation shall, at any time after January 1, 1998, upon
the written request of the holder(s) of the Series A Preferred
Stock, register under the Securities Act of 1933, as amended
(hereinafter, the "Act") all or any part of the shares of Series
A Preferred Stock, or Common Stock issued upon conversion of the
Preferred Stock, as promptly as practicable and notify all
holders of such shares thereof. No holder will be required to
register shares if he, she or it does not choose to do so. The
corporation will file such registration statement at its own cost
and expense, and will maintain such registration statement
current for a period of nine (9) months subsequent to its
effective date. The corporation's obligation hereunder is further
limited to effecting only one such registration.
If at any time the corporation shall of its own volition register
any securities on Form S-1 or Form S-18 under the Act, the
corporation will give at least thirty (30) days prior written
notice thereof to the holders of the Series A Preferred Stock
purchased hereunder (or Common Stock issued upon conversion of
such Series A Preferred Stock), and, upon request of any such
holder or holders, include in such registration, at the cost and
expense of the corporation, such shares in the amount so
requested; provided, however, that the corporation's underwriters
do not object to the inclusion of such securities in the
registration statement. The corporation's obligation hereunder is
further limited to effecting only one such registration of the
securities.
The corporation agrees to use its best efforts, at its expense,
to register or qualify the securities covered by such
registration statement under such other securities or blue sky
laws of such jurisdiction as each such holder shall reasonably
request.
In connection with any registration statement to be filed
pursuant to this Section 5, the primary responsibility for
preparing and filing such registration statement shall be that of
the corporation, but the holder whose shares are being registered
shall furnish such information to the corporation, in writing, as
it may reasonably request to assist in the preparation of such
registration statement.
The corporation agrees to furnish to such holder(s) the number of
prospectuses conforming to the requirements of the Act, and the
rules and regulations thereunder, relating to the shares so
registered, as may from time to time be requested by such
holder(s). The cost of printing such prospectuses shall be paid
in the same manner as other costs of the registration statement.
If the offering to which the proposed registration statement
relates is to be on an underwritten basis, and such holder(s)
shall not consent to have their shares of Stock distributed upon
the same terms and conditions as those applicable to the other
person(s) (including the corporation) whose securities are being
included in such registration statement, then the holder(s) will
not, without the written consent of the corporation, commence the
distribution of any shares of stock of the corporation held by
such holder(s) until ninety (90) days after the effective date of
such registration statement.
In the event of the registration of any shares of Series A
Preferred Stock, or the Common Stock into which such stock may be
converted, subject hereto, the corporation will indemnify the
holder(s) thereof and hold the holder(s) thereof harmless against
any losses, claims, damages or liabilities arising out of, or
based upon, any untrue statement or alleged untrue statement of
any material fact contained in any registration statement under
which such shares of stock are registered, any preliminary
prospectus or final prospectus contained therein, or any
amendment or supplement thereto, or arising out of or based upon
the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse the holder(s) for any
legal or any other expenses reasonably incurred by the holder(s)
in connection with investigating or defending any such loss,
claim, damage, liability or actions; provided, however, tat to
the extent that any such loss, claim, damage, liability or action
arises out of, or is based upon, and untrue statement or alleged
untrue statement or omission or alleged omission made in said
registration statement, said preliminary prospectus or said final
prospectus or any said amendment or supplement in reliance upon,
and in conformity with, written information furnished to the
corporation by any such holder(s), then such holder(s) will
indemnify and hold harmless the corporation, its officers,
directors and control persons, against any losses, claims,
damages, or liabilities to which the corporation may become
subject under the Act, but only insofar as such statement or
omission was made in reliance upon, and in conformity with,
written information furnished to the corporation by or on behalf
of such holder(s) specifically for use in the preparation
thereof, and will reimburse the corporation for any legal or
other expenses reasonably incurred by it in connection with
investigating or defending any such loss, claim, damage,
liability or action.
Protective Provisions. In addition to any other rights provided
by law, so long as any Series A Preferred Stock shall be
outstanding, this corporation shall not, without first obtaining
the vote or written consent of the holders of not less than a
majority of such outstanding shares of Series A Preferred Stock:
amend or repeal any provision of, or add any provision to, this
corporation's Articles of Incorporation or bylaws if such action
would alter or change materially and adversely the preferences,
rights, privileges or powers of, or the restrictions provided for
the benefit of, the Series A Preferred Stock;
authorize or issue shares of any class or series of stock (or
securities convertible into or exchangeable for such stock)
having any rights, preferences or privileges superior to or on a
parity with any such rights, preferences or privileges of the
Series A Preferred Stock; or
authorize a sale or transfer of all or substantially all of the
assets of the corporation or a merger or consolidation of the
corporation if, as a result of such merger or consolidation, the
shareholders of the corporation shall own less than fifty percent
(50%) of the voting securities of the surviving corporation.