YUKON
JUSTICE
YUKON BUSINESS CORPORATIONS ACT
(SECTION 30 OR 179)
Form 5-01
ARTICLES OF AMENDMENT
1. Name of Corporation:
SMARTIRE SYSTEMS INC. Corp. Access #29955
2. The Articles of the above-named corporation are amended pursuant to a
court order:
Yes |_| No |X|
3. The Articles of the above-named corporation are amended as follows:
The Articles of the above-named Corporation are amended as outlined in the
attached Schedule "A".
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4. Date Signature Title
March 18, 2005 /s/ Robert Rudman President & CEO
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SCHEDULE A
TO THE ARTICLES OF AMENDMENT OF
SMARTIRE SYSTEMS INC.
SECTION 1
DESIGNATION AND RANK
1.1. Designation. This resolution shall provide for a single series of
Preferred Stock, the designation of which shall be "Series A Convertible
Preferred Stock", no par value per share. The number of authorized shares
constituting the Series A Preferred Stock is twenty-five thousand (25,000). The
Series A Preferred Stock will have a liquidation preference as determined in
Section 3.1 below.
1.2. Rank. With respect to the payment of dividends and other
distributions on the capital stock of the Company, including distribution of the
assets of the Company upon liquidation, the Series A Preferred Stock shall be
senior to the common stock of the Company (the "Common Stock"), and senior to
all other series of preferred stock (the "Junior Stock").
SECTION 2
DIVIDEND RIGHTS
2.1. Dividends or Distributions. The holders of Series A Preferred Stock
shall be entitled to receive dividends or distributions on a pro rata basis
according to their holdings of shares of Series A Preferred Stock when and if
declared by the Board of Directors of the Company in the amount of five (5.0%)
percent per year. Dividends shall be paid in cash. Dividends shall be
cumulative. No cash dividends or distributions shall be declared or paid or set
apart for payment on the Common Stock in any calendar year unless cash dividends
or distributions on the Series A Preferred Stock for such calendar year are
likewise declared and paid or set apart for payment. No declared and unpaid
dividends shall bear or accrue interest.
SECTION 3
LIQUIDATION RIGHTS
3.1. Liquidation Preference. Upon any liquidation, dissolution, or winding
up of the Company, whether voluntary or involuntary (collectively, a
"Liquidation"), before any distribution or payment shall be made to any of the
holders of Common Stock or any series of preferred stock, the holders of Series
A Preferred Stock shall be entitled to receive out of the assets of the Company,
whether such assets are capital, surplus or earnings, an amount equal to One
Hundred Sixty Dollars ($160.00) per share of Series A Preferred Stock (the
"Liquidation Amount") plus all declared and unpaid dividends thereon, for each
share of Series A Preferred Stock held by them.
3.2. Pro Rata Distribution. If, upon any Liquidation, the assets of the
Company shall be insufficient to pay the Liquidation Amount, together with
declared and unpaid dividends thereon, in full to all holders of Series A
Preferred Stock, then the entire net assets of the Corporation shall be
distributed among the holders of the Series A Preferred Stock, ratably in
proportion to the full amounts to which they would otherwise be respectively
entitled and such distributions may be made in cash or in property taken at its
fair value (as determined in good faith by the Company's Board of Directors), or
both, at the election of the Company's Board of Directors.
3.3. Merger, Consolidation or Reorganization. For purposes of this Section
3, a Liquidation shall not be deemed to be occasioned by or to include the
merger, consolidation or reorganization of the Company into or with another
entity through one or a series of related transactions, or the sale, transfer or
lease of all or substantially all of the assets of the Company.
SECTION 4
REDEMPTION/CONVERSION RIGHTS
4.1. Repayment. The Company shall pay to the Buyer on the twenty first
(21st) month anniversary of the date hereof in lawful money of the United States
of America and in immediately available funds the principal sum of Four Million
Dollars ($4,000,000), together with accrued dividends from the date of the
Series A Preferred Common Stock until paid unless otherwise converted by the
Holder.
4.2. N/A.
4.3. N/A.
4.4. Conversion. In lieu of payment as outlined herein the holders of
Series A Preferred Stock shall have conversion rights as follows (the
"Conversion Rights"):
(a) 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 (subject to Section 4.5 hereof), at the office of the Company or any
transfer agent for the Series A Preferred Stock into such number of fully paid
and non-assessable shares of Common Stock equal to the quotient of the
Liquidation Amount divided by $0.01 per share ("Conversion Price"), subject to
any applicable adjustments to the Conversion Price set forth herein.
(b) Each share of Series A Preferred Stock automatically shall
convert into shares of Common Stock at the Conversion Price then in effect
immediately upon the consummation of the occurrence of a stock acquisition,
merger, consolidation or reorganization of the Company into or with another
entity through one or a series of related transactions, or the sale, transfer or
lease (but not including a transfer by pledge or mortgage to a bona fide lender)
of all or substantially all of the assets of the Company.
4.5. Adjustments. The Conversion Price of the Series A Preferred Stock as
described in Section 4.1 above shall be adjusted from time to time as follows:
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(a) In the event of any reclassification of the Common Stock or
recapitalization involving Common Stock (excluding a subdivision, or combination
of shares or any other event described in Sections 4.2(a) or (b)) the holders of
the Series A Preferred Stock shall thereafter be entitled to receive, and
provision shall be made therefor in any agreement relating to the
reclassification or recapitalization, upon conversion of the Series A Preferred
Stock, the kind and number of shares of Common Stock or other securities or
property (including cash) to which such holders of Series A Preferred Stock
would have been entitled if they had held the number of shares of Common Stock
into which the Series A Preferred Stock was convertible immediately prior to
such reclassification or recapitalization; and in any such case appropriate
adjustment shall be made in the application of the provisions herein set forth
with respect to the rights and interests thereafter of the holders of the Series
A Preferred Stock, to the end that the provisions set forth herein shall
thereafter be applicable, as nearly as reasonably may be, in relation to any
shares, other securities, or property thereafter receivable upon conversion of
the Series A Preferred Stock. An adjustment made pursuant to this subparagraph
(a) shall become effective at the time at which such reclassification or
recapitalization becomes effective.
(b) In the event the Company shall declare a distribution payable in
securities of other entities or persons, evidences of indebtedness issued by the
Company or other entities or persons, assets (excluding cash dividends) or
options or rights not referred to in Sections 4.2(a) above, the holders of the
Series A Preferred Stock shall be entitled to a proportionate share of any such
distribution as though they were the holders of the number of shares of Common
Stock of the Company into which their shares of Series A Preferred Stock are
convertible as of the record date fixed for the determination of the holders of
shares of Common Stock of the Company entitled to receive such distribution or
if no such record date is fixed, as of the date such distribution is made.
(c) In the event the Company shall (a) pay a stock dividend or
otherwise make a distribution or distributions on shares of its Common Stock or
any other equity or equity equivalent securities payable in shares of Common
Stock, (b) subdivide outstanding shares of Common Stock into a larger number of
shares, (c) combine (including by way of reverse stock split) outstanding shares
of Common Stock into a smaller number of shares, or (d) issue by
reclassification of shares of the Common Stock any shares of capital stock of
the Company, then the Conversion Price shall be multiplied by a fraction of
which the numerator shall be the number of shares of Common Stock (excluding
treasury shares, if any) outstanding before such event and of which the
denominator shall be the number of shares of Common Stock outstanding after such
event. Any adjustment made pursuant to this Section shall become effective
immediately after the record date for the determination of stockholders entitled
to receive such dividend or distribution and shall become effective immediately
after the effective date in the case of a subdivision, combination or
re-classification.
(d) If the Company shall issue rights, options or warrants to all
holders of Common Stock entitling them to subscribe for or purchase shares of
Common Stock at a price per share less than the Closing Bid Price at the record
date mentioned below, then the Conversion Price shall be multiplied by a
fraction, of which the denominator shall be the number of shares of the Common
Stock (excluding treasury shares, if any) outstanding on the date of issuance of
such rights or warrants (plus the number of additional shares of Common Stock
offered for subscription or purchase), and of which the numerator shall be the
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number of shares of the Common Stock (excluding treasury shares, if any)
outstanding on the date of issuance of such rights or warrants, plus the number
of shares which the aggregate offering price of the total number of shares so
offered would purchase at such Closing Bid Price. Such adjustment shall be made
whenever such rights or warrants are issued, and shall become effective
immediately after the record date for the determination of stockholders entitled
to receive such rights, options or warrants. However, upon the expiration of any
such right, option or warrant to purchase shares of the Common Stock the
issuance of which resulted in an adjustment in the Conversion Price pursuant to
this Section, if any such right, option or warrant shall expire and shall not
have been exercised, the Conversion Price shall immediately upon such expiration
be recomputed and effective immediately upon such expiration be increased to the
price which it would have been (but reflecting any other adjustments in the
Conversion Price made pursuant to the provisions of this Section after the
issuance of such rights or warrants) had the adjustment of the Conversion Price
made upon the issuance of such rights, options or warrants been made on the
basis of offering for subscription or purchase only that number of shares of the
Common Stock actually purchased upon the exercise of such rights, options or
warrants actually exercised.
(e) If the Obligor or any subsidiary thereof, as applicable, with
respect to Common Stock Equivalents (as defined below), at any time, shall issue
shares of Common Stock or rights, warrants, options or other securities or debt
that are convertible into or exchangeable for shares of Common Stock ("Common
Stock Equivalents") entitling any Person to acquire shares of Common Stock, at a
price per share less than the Conversion Price (if the holder of the Common
Stock or Common Stock Equivalent so issued shall at any time, whether by
operation of purchase price adjustments, reset provisions, floating conversion,
exercise or exchange prices or otherwise, or due to warrants, options or rights
per share which is issued in connection with such issuance, be entitled to
receive shares of Common Stock at a price per share which is less than the
Conversion Price, such issuance shall be deemed to have occurred for less than
the Conversion Price), then, at the sole option of the Cornell Capital Partners,
LP, the Conversion Price shall be adjusted to mirror the conversion, exchange or
purchase price for such Common Stock or Common Stock Equivalents (including any
reset provisions thereof) at issue. Such adjustment shall be made whenever such
Common Stock or Common Stock Equivalents are issued. The Company shall notify
the Cornell Capital Partners, LP in writing, no later than one (1) business day
following the issuance of any Common Stock or Common Stock Equivalent subject to
this Section, indicating therein the applicable issuance price, or of applicable
reset price, exchange price, conversion price and other pricing terms. No
adjustment under this Section shall be made as a result of issuances and
exercises of options to purchase shares of Common Stock issued for compensatory
purposes pursuant to any of the Obligor's stock option or stock purchase plans.
(f) If the Company shall distribute to all holders of Common Stock
(and not to the Cornell Capital Partners, LP) evidences of its indebtedness or
assets or rights or warrants to subscribe for or purchase any security, then in
each such case the Conversion Price at which this Series A Preferred Stock shall
thereafter be convertible shall be determined by multiplying the Conversion
Price in effect immediately prior to the record date fixed for determination of
stockholders entitled to receive such distribution by a fraction of which the
denominator shall be the Closing Bid Price determined as of the record date
mentioned above, and of which the numerator shall be such Closing Bid Price on
such record date less the then fair market value at such record date of the
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portion of such assets or evidence of indebtedness so distributed applicable to
one outstanding share of the Common Stock as determined by the Board of
Directors in good faith. In either case the adjustments shall be described in a
statement provided to the Cornell Capital Partners, LP of the portion of assets
or evidences of indebtedness so distributed or such subscription rights
applicable to one share of Common Stock. Such adjustment shall be made whenever
any such distribution is made and shall become effective immediately after the
record date mentioned above.
(g) In case of any reclassification of the Common Stock or any
compulsory share exchange pursuant to which the Common Stock is converted into
other securities, cash or property, Cornell Capital Partners, LP shall have the
right thereafter to, at its option, (A) convert the Series A Preferred Stock,
together with all accrued but unpaid interest and any other amounts then owing
hereunder into the shares of stock and other securities, cash and property
receivable upon or deemed to be held by holders of the Common Stock following
such reclassification or share exchange, Cornell Capital Partners, LP shall be
entitled upon such event to receive such amount of securities, cash or property
as the shares of the Common Stock of the Company into which the then outstanding
Series A Preferred Stock, together with all accrued but unpaid interest and any
other amounts then owing thereunder could have been converted immediately prior
to such reclassification or share exchange would have been entitled, or (B)
require the Company to prepay the Series A Preferred Stock, plus all interest
and other amounts due and payable thereon. The entire prepayment price shall be
paid in cash. This provision shall similarly apply to successive
reclassifications or share exchanges.
(h) All calculations under this Section 3 shall be rounded up to the
nearest $0.001 of a share.
(i) Whenever the Conversion Price is adjusted pursuant to this
section , the Company shall promptly mail to Cornell Capital Partners, LP a
notice setting forth the Conversion Price after such adjustment and setting
forth a brief statement of the facts requiring such adjustment.
(j) If (A) the Company shall declare a dividend (or any other
distribution) on the Common Stock; (B) the Company shall declare a special
nonrecurring cash dividend on or a redemption of the Common Stock; (C) the
Company shall authorize the granting to all holders of the Common Stock rights
or warrants to subscribe for or purchase any shares of capital stock of any
class or of any rights; (D) the approval of any stockholders of the Company
shall be required in connection with any reclassification of the Common Stock,
any consolidation or merger to which the Company is a party, any sale or
transfer of all or substantially all of the assets of the Company, of any
compulsory share exchange whereby the Common Stock is converted into other
securities, cash or property; or (E) the Company shall authorize the voluntary
or involuntary dissolution, liquidation or winding up of the affairs of the
Company; then, in each case, the Company shall cause to be filed at each office
or agency maintained for the purpose of conversion of the Series A Preferred
Stock, and shall cause to be mailed to Cornell Capital Partners, LP at its last
address as it shall appear upon the stock books of the Company, at least twenty
(20) calendar days prior to the applicable record or effective date hereinafter
specified, a notice stating (x) the date on which a record is to be taken for
the purpose of such dividend, distribution, redemption, rights or warrants, or
if a record is not to be taken, the date as of which the holders of the Common
Stock of record to be entitled to such dividend, distributions, redemption,
rights or warrants are to be determined or (y) the date on which such
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reclassification, consolidation, merger, sale, transfer or share exchange is
expected to become effective or close, and the date as of which it is expected
that holders of the Common Stock of record shall be entitled to exchange their
shares of the Common Stock for securities, cash or other property deliverable
upon such reclassification, consolidation, merger, sale, transfer or share
exchange, provided, that the failure to mail such notice or any defect therein
or in the mailing thereof shall not affect the validity of the corporate action
required to be specified in such notice. The Holder is entitled to convert this
Debenture during the 20-day calendar period commencing the date of such notice
to the effective date of the event triggering such notice.
(k) In case of any (1) merger or consolidation of the Company or any
subsidiary of the Company with or into another Person, or (2) sale by the
Company or any subsidiary of the Company of more than one-half of the assets of
the Company in one or a series of related transactions, Cornell Capital
Partners, LP shall have the right to (A) exercise any rights hereunder, (B)
convert the aggregate amount of the Series A Preferred Stock then outstanding
into the shares of stock and other securities, cash and property receivable upon
or deemed to be held by holders of Common Stock following such merger,
consolidation or sale, and Cornell Capital Partners, LP shall be entitled upon
such event or series of related events to receive such amount of securities,
cash and property as the shares of Common Stock into which such aggregate
principal amount of the Series A Preferred Stock could have been converted
immediately prior to such merger, consolidation or sales would have been
entitled, or (C) in the case of a merger or consolidation, require the surviving
entity to issue to Cornell Capital Partners, LP Preferred Stock convertible into
the principal amount owed under the Series A Preferred Stock then held by
Cornell Capital Partners, LP, plus all accrued and unpaid interest and other
amounts owing thereon, which such newly issued Series A Preferred Stock shall
have terms identical (including with respect to conversion) to the terms of this
Series A Preferred Stock, and shall be entitled to all of the rights and
privileges of Cornell Capital Partners, LP set forth herein and the agreements
pursuant to which this Series A Preferred Stock were issued. In the case of
clause (C), the conversion price applicable for the newly issued shares of
convertible preferred stock shall be based upon the amount of securities, cash
and property that each share of Common Stock would receive in such transaction
and the Conversion Price in effect immediately prior to the effectiveness or
closing date for such transaction. The terms of any such merger, sale or
consolidation shall include such terms so as to continue to give Cornell Capital
Partners, LP the right to receive the securities, cash and property set forth in
this Section upon any conversion or redemption following such event. This
provision shall similarly apply to successive such events.
4.6. Procedures for Conversion.
(a) In order to exercise conversion rights pursuant to Section
4.1(a) above, the holder of the Series A referred Stock to be converted shall
deliver an irrevocable written notice of such exercise to the Company, at its
principal office. The holder of any shares of Series A Preferred Stock shall,
upon any conversion of such Series A Preferred Stock in accordance with this
Section 4, surrender certificates representing the Series A Preferred Stock to
the Company, at its principal office, and specify the name or names in which
such holder wishes the certificate or certificates for shares of Common Stock to
be issued. In case such holder shall specify a name or names other than that of
such holder, such notice shall be accompanied by payment of all transfer taxes
(if transfer is to a person or entity other than the holder thereof) payable
upon the issuance of shares of Common Stock in such name or names. As promptly
as practicable, and, if applicable, after payment of all transfer taxes (if
transfer is to a person or entity other than the holder thereof), the Company
shall deliver or cause to be delivered certificates representing the number of
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validly issued, fully paid and nonassessable shares of Common Stock to which the
holder of the Series A Preferred Stock so converted shall be entitled. Such
conversion, to the extent permitted by law, shall be deemed to have been
effected as of the date of receipt by the Company of any notice of conversion
pursuant to Section 4.1(a) above, or, in the case of an automatic conversion
pursuant to Section 4.1(b) above, upon the occurrence of any event specified
therein. Upon conversion of any shares of Series A Preferred Stock, such shares
shall cease to constitute shares of Series A Preferred Stock and shall represent
only a right to receive shares of common stock into which they have been
converted.
(b) In connection with the conversion of any shares of Series A
Preferred Stock, no fractions of shares of Common Stock shall be issued, but the
Company shall pay cash in lieu of such fractional interest in an amount equal to
the product of the Conversion Price and such fractional interest.
(c) The Company shall at all times reserve and keep available out of
its authorized Common Stock the full number of shares of Common Stock of the
Company issuable upon the conversion of all outstanding shares of Series A
Preferred Stock. In the event that the Company does not have a sufficient number
of shares of authorized but unissued Common Stock necessary to satisfy the full
conversion of the shares of Series A Preferred Stock, then the Company shall
call and hold a meeting of the shareholders within thirty (30) calendar days of
such occurrence for the sole purpose of increasing the number of authorized
shares of Common Stock. The Company's Board of Directors shall recommend to
shareholders a vote in favor of such proposal and shall vote all shares held by
them, in proxy or otherwise, in favor of such proposal. This remedy is not
intended to limit the remedies available to the holders of the Series A
Preferred Stock, but is intended to be in addition to any other remedies,
whether in contract, at law or in equity.
4.7. Notices of Record Date. In the event that the Company shall propose
at any time: (a) to declare any dividend or distribution upon any class or
series of capital stock, whether in cash, property, stock or other securities;
(b) to effect any reclassification or recapitalization of its Common Stock
outstanding involving a change in the Common Stock; or (c) to merge or
consolidate with or into any other corporation, or to sell, lease or convey all
or substantially all of its property or business, or to liquidate, dissolve or
wind up; then, in connection with each such event, the Company shall mail to
each holder of Series A Preferred Stock:
(a) at least twenty (20) days' prior written notice of the date on
which a record shall be taken for such dividend or distribution (and
specifying the date on which the holders of the affected class or series
of capital stock shall be entitled thereto) or for determining the rights
to vote, if any, in respect of the matters referred to in clauses (b) and
(c) in Section 4.4 above; and
(b) in the case of the matters referred to in Section 4.4 (b) and
(c) above, written notice of such impending transaction not later than
twenty (20) days prior to the shareholders' meeting called to approve such
transaction, or twenty (20) days prior to the closing of such transaction,
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whichever is earlier, and shall also notify such holder in writing of the
final approval of such transaction. The first of such notices shall
describe the material terms and conditions of the impending transaction
(and specify the date on which the holders of shares of Common Stock shall
be entitled to exchange their Common Stock for securities or other
property deliverable upon the occurrence of such event) and the Company
shall thereafter give such holders prompt notice of any material changes.
The transaction shall in no event take place sooner than twenty (20) days
after the Company has given the first notice provided for herein or sooner
than ten (10) days after the Company has given notice of any material
changes provided for herein.
4.8. Limitations of Conversion.
(a) Subject to the Termination Rights specified in Section 4.5(b)
hereof, the Conversion Rights specified herein shall be subject to the following
limitations:
(i) No holder of the shares of Series A Preferred Stock shall
be entitled to convert the Series A Preferred Stock to the extent, but only to
the extent, that such conversion would, upon giving effect to such conversion,
cause the aggregate number of shares of Common Stock beneficially owned by such
holder to exceed 4.99% of the outstanding shares of Common Stock following such
conversion (which provision may be waived by such holder by written notice from
such holder to the Company, which notice shall be effective sixty one (61) days
after the date of such notice). Notwithstanding the foregoing in the event the
Holder of the Series A Preferred Stock has converted or is in the process of
converting Series A Preferred Stock that has or shall, cause the aggregate
number of shares of Common Stock beneficially owned by such Holder to equal
4.99% of the outstanding shares of Common Stock following such conversion, the
Holder shall, upon written notification to the Company that such Common Stock
acquired or to be acquired pursuant to such conversion has been sold, be
entitled to immediately effectuate a conversion that would, upon giving effect
to such conversion, cause the aggregate number of shares of Common Stock
beneficially owned by such Holder to equal 4.99% of the outstanding shares of
Common Stock following such conversion even if such notice is given on the same
day of a conversion.
(b) The limitations on the Conversion Rights specified in Section
4.5(a) hereof shall terminate (the "Termination Rights") if there is a Change in
Control of the Company (as defined below). For the purpose of hereof, a "Change
in Control" of the Company has occurred when: (i) any person (defined herein to
mean any person within the meaning of Section 13(d) of the Securities Exchange
Act of 1934 (the "Exchange Act")), other than the Company, or an employee
benefit plan established by the Board of Directors of the Company, acquires,
directly or indirectly, the beneficial ownership (determined under Rule 13d-3 of
the regulations promulgated by the Securities and Exchange Commission under
Section 13(d) of the Exchange Act) of securities issued by the Company having
forty percent (40%) or more of the voting power of all of the voting securities
issued by the Company in the election of directors at the meeting of the holders
of voting securities to be held for such purpose; or (ii) a majority of the
directors elected at any meeting of the holders of voting securities of the
Company are persons who were not nominated for such election by the Board of
Directors of the Company or a duly constituted committee of the Board of
Directors of the Company having authority in such matters; or (iii) the Company
merges or consolidates with or transfers substantially all of its assets to
another person; (iv) a change in the Chief Executive Officer of the Company from
that person that serves in such position on the date hereof.
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4.9 Optional Redemption in Cash.
The Company may redeem up to 80% of this Series A Preferred Stock
("Optional Redemption") by paying to the Holder a sum of money equal to One
Hundred Twenty Percent (120%) of the Liquidation Preference together with
accrued but unpaid dividends thereon and any and all other sums due, accrued or
payable to the Buyer arising under this Series A Preferred Stock (the
"Redemption Amount") outstanding on the Redemption Payment Date (as defined
below). The Company shall deliver to the Buyer a written notice of redemption
(the "Notice of Redemption") specifying the date for such Optional Redemption
(the "Redemption Payment Date"), which date shall be no more than five (5)
business days after the date of the Notice of Redemption (the "Redemption
Period"). On the Redemption Payment Date, the Redemption Amount must be paid in
good funds to the Buyer. In the event the Company fails to pay the Redemption
Amount on the Redemption Payment Date as set forth herein, then such Redemption
Notice will be null and void. Notwithstanding the foregoing the Holder shall be
entitled to effectuate conversion of such amounts of the Series A Preferred
Stock not being redeemed by the Company.
SECTION 5
NO VOTING RIGHTS
5.1. General. The Series A Preferred Stock shall not have any voting
rights, except as required under the Yukon Business Corporations Act.
SECTION 6
MISCELLANEOUS
6.1. Headings of Subdivisions. The headings of the various Sections hereof
are for convenience of reference only and shall not affect the interpretation of
any of the provisions hereof.
6.2. Severability of Provisions. If any right, preference or limitation of
the Series A Preferred Stock set forth herein (as this resolution may be amended
from time to time) is invalid, unlawful or incapable of being enforced by reason
of any rule of law or public policy, all other rights, preferences and
limitations set forth in this resolution (as so amended) which can be given
effect without the invalid, unlawful or unenforceable right, preference or
limitation shall, nevertheless, remain in full force and effect, and no right,
preference or limitation herein set forth shall be deemed dependent upon any
other such right, preference or limitation unless so expressed herein.
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