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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/14/21 CPI Card Group Inc. S-3 4:290K Toppan Merrill/FA |
Document/Exhibit Description Pages Size
1: S-3 Registration Statement - Securities for a HTML 155K
Transaction
2: EX-4.3 Instrument Defining the Rights of Security Holders HTML 11K
3: EX-5.1 Opinion of Counsel re: Legality HTML 12K
4: EX-23.1 Consent of Expert or Counsel HTML 5K
Exhibit 4.3
CERTIFICATE OF AMENDMENT
OF THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF CPI CARD GROUP INC.
CPI Card Group Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) does hereby certify as follows:
FIRST. That the name of the Corporation is CPI Card Group Inc. The original Certificate of Incorporation of CPI Card Group Inc. was filed with the Secretary of State of Delaware on June 4, 2007.
SECOND. That the Board of Directors of the Corporation duly adopted resolutions recommending and declaring advisable that the Corporation’s Third Amended and Restated Certificate of Incorporation as filed on October 7, 2015 (the “Certificate of Incorporation”) be amended and that such amendment be submitted to the stockholders of the Corporation for their consideration, as follows:
RESOLVED, that the Third Amended and Restated Certificate of Incorporation be amended by changing Paragraph D of Article FIFTH thereof so that, as amended, said Paragraph D of Article FIFTH shall be and read in its entirety as follows:
D. Removal of Directors. Subject to the rights of the holders of any series of Preferred Stock then outstanding and notwithstanding any other provision of this Certificate of Incorporation, directors may be removed with or without cause upon the affirmative vote of stockholders representing at least a majority of the voting power of the then outstanding shares of capital stock of the Corporation then entitled to vote generally in the election of directors. Any director may resign at any time upon written notice to the Corporation.
THIRD. That, in lieu of a meeting and vote of stockholders, written or electronic consent of stockholders to said amendment granting the Board of Directors of the Corporation the authority to amend the Third Amended and Restated Certificate of Incorporation to provide for a reverse stock split has been given in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware, and written notice of the adoption of the amendment has been given as provided in Section 228 of the General Corporation Law to every stockholder entitled to such notice.
FOURTH. That said amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.
FIFTH. That this Certificate of Amendment shall be effective upon filing.
C:
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer this 20th day of September, 2018, and the foregoing facts stated herein are true and correct.
| CPI CARD GROUP INC. | |
| /s/ Sarah Kilgore | |
| By: Sarah Kilgore | |
| Its: Chief Legal and Compliance Officer and Corporate Secretary |
C:
| This ‘S-3’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 9/14/21 | |||
| 10/7/15 | CERTNAS, S-1/A | |||
| 6/4/07 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/28/22 Steamboat Capital Partners, LLC SC 13D/A 2:202K CPI Card Group Inc. EdgarAgents LLC/FA 11/05/21 CPI Card Group Inc. 10-Q 9/30/21 81:9M Toppan Merrill Bridge/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/12/21 CPI Card Group Inc. 10-Q 6/30/21 76:8.4M Toppan Merrill Bridge/FA 8/06/21 CPI Card Group Inc. 8-K:5 8/04/21 1:20K Toppan Merrill/FA 8/04/21 CPI Card Group Inc. 8-A12B 1:30K Toppan Merrill/FA 5/28/21 CPI Card Group Inc. 8-K:5,9 5/27/21 2:168K Toppan Merrill/FA 5/11/21 CPI Card Group Inc. 10-Q 3/31/21 75:6.7M Toppan Merrill Bridge/FA 4/13/21 CPI Card Group Inc. DEF 14A 5/27/21 1:1.4M Toppan Merrill Bridge/FA 3/16/21 CPI Card Group Inc. 8-K:1,2,8,9 3/15/21 5:3.1M Toppan Merrill/FA 3/02/21 CPI Card Group Inc. 8-K:8,9 3/01/21 2:49K Toppan Merrill/FA 2/25/21 CPI Card Group Inc. 10-K 12/31/20 96:9.8M Toppan Merrill Bridge/FA 2/25/21 CPI Card Group Inc. 8-K:8,9 2/25/21 2:66K Toppan Merrill/FA 1/29/21 CPI Card Group Inc. 8-K:5 1/25/21 1:15K Toppan Merrill/FA 12/22/17 CPI Card Group Inc. 8-K:3,5,8,912/18/17 3:48K Toppan Merrill/FA 10/09/15 CPI Card Group Inc. S-8 10/09/15 8:403K Toppan Merrill/FA |