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Garnero Group Acquisition Co – ‘8-K’ for 6/23/16 – ‘EX-3.1’

On:  Tuesday, 6/28/16, at 5:26pm ET   ·   For:  6/23/16   ·   Accession #:  1213900-16-14555   ·   File #:  1-36482

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/28/16  Garnero Group Acquisition Co      8-K:1,5,7,9 6/23/16    4:71K                                    Edgar Agents LLC/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     24K 
 2: EX-3.1      Amendment to Amended and Restated Memorandum and    HTML      6K 
                          Articles of Association of Garnero Group               
                          Acquisition Company                                    
 3: EX-10.1     Amendment No. 1 to Investment Management Trust      HTML     20K 
                          Agreement                                              
 4: EX-99.1     Press Release                                       HTML     11K 


EX-3.1   —   Amendment to Amended and Restated Memorandum and Articles of Association of Garnero Group Acquisition Company


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Exhibit 3.1

 

RESOLUTIONS OF SHAREHOLDERS

 

OF

 

GARNERO GROUP ACQUISITION COMPANY

 

Resolution #1: Extension Amendment Proposal

 

It is resolved as a special resolution THAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the Company be amended by amending Article 48.4 by deleting the introduction of such section in its entirety and replacing it with the following:

 

48.4    In the event that the Company does not consummate a Business Combination by August 25, 2016:

 

Resolution #2: Conversion Amendment Proposal

 

It is resolved as a special resolution THAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the Company be amended by adding a new Article 48.12 as follows:

 

48.12    If the Company seeks to amend this Article 48 prior to the consummation of any Business Combination or the distribution of the Trust Fund (notwithstanding Section 48.1), the Company shall provide holders of Shares issued in the IPO with the opportunity to have such Shares repurchased by the Company for an amount equal to the Repurchase Price in connection with such amendment.


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
8/25/16
Filed on:6/28/16PRE 14A
For Period End:6/23/164,  DEF 14A,  DEFA14A
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Filing Submission 0001213900-16-014555   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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