1

The term "Common Stock" as used in this Appendix B means the Company's Common Stock without par value, as the same exists at the date of filing of the Amendment to the Company's Amended Articles of Incorporation first designating Series B Preferred Stock, or any other class of stock resulting from successive changes or reclassifications of such Common Stock consisting solely of changes in par value, or from par value to without par value, or from without par value to par value.

what do "as the same exists" and "designating" mean in this context? Please offer a simplified explanation of what this article means.

  • 1
    It is also worth noting that, in general, in the law, legal terms do not take their meanings in isolation. Their meanings can and often do vary based upon the larger factual context. A word that means one thing in one document could mean something else quite different in a different document or statute. A mere snippet of corporate language from a document can provide a basis for initial guesses at what a term means but ultimately every legal document must be interpreted as a whole and in the context of all relevant facts. – ohwilleke Jul 19 '18 at 21:35
1

as the same exists in this context means that the common stock that is owned by shareholders when the Amended Articles of Incorporation are filed is the common stock that is being referred to, and not canceled shares or pre-stock split shares or repurchased shares.

designating is used in this context to distinguish the Amended Articles of Incorporation that is referred to in the first clause about "as the same exists". The Amendment they are referring to is one that created new Preferred Stock, or changed the par value in existing common stock or changes the classification of common stock (e.g. breaking Class A stock into Class A1 held by one group of people and Class A2 held by another group of people). "Designating" means that this was the subject matter of what the Amended Articles did.

Your Answer

By clicking “Post Your Answer”, you agree to our terms of service, privacy policy and cookie policy

Not the answer you're looking for? Browse other questions tagged or ask your own question.