Pier 1 2009 Annual Report Download - page 169

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certificates for such shares shall not have been surrendered for cancellation, the shares
represented thereby shall no longer be deemed outstanding, the rights to receive any
dividends thereon shall cease to accrue from and after the Redemption Date and all
rights of the holders of the shares of the Formula Rate Preferred Stock called for
redemption shall cease and terminate, excepting only the right to receive the
Redemption Price therefor.
(j) In order to conform the dividend rights of the holders of the shares of $.25
Preferred Stock, as amended by the foregoing paragraphs of this Certificate, to the
intention of the Board of Directors in declaring a stock split by way of a stock dividend
to holders of the Common and Preferred Stock of the Company payable on July 2, 1987
to holders of record as of June 24, 1987, dividends, if any, which may have accrued (but
which have not been declared) on shares of $.25 Preferred Stock at any rate in excess of
$.162⁄3 per share per annum between July 2, 1987, and the date the amendments to the
Certificate effected by these resolutions become effective shall be, and they hereby are,
cancelled.’’
FURTHER RESOLVED, that, pursuant to Section 242 of the Delaware General
Corporation Law, the proper officers of the Corporation are hereby authorized and
directed to cause the amendment to the Certificate of Incorporation of the Corporation,
as amended by the Certificate of Designation, proposed to be adopted by the preceding
resolution (the ‘‘Proposed Amendment’’) to be submitted to the stockholders of the
Corporation at the next Annual Meeting of the stockholders of the Corporation for the
purpose of voting to approve or disapprove the Proposed Amendment; provided,
however, that the Proposed Amendment need not be submitted to such a vote if, prior
to said Annual Meeting, the Proposed Amendment shall have been adopted by the
written consent of the stockholders of the Corporation pursuant to Section 228 of the
Delaware General Corporation Law.
FURTHER RESOLVED, that, if the Proposed Amendment shall be approved and
adopted by the stockholders of the Corporation in accordance with the immediately
preceding resolution, the proper officers of the Corporation be, and they hereby are,
authorized and directed to make and execute a Certificate of Amendment to the
Certificate of Incorporation of the Corporation, setting forth the resolution to so amend
the Certificate of Incorporation and certifying that said resolution has been duly
adopted in accordance with the provisions of Section 242 of the Delaware General
Corporation Law, and to cause the same to be filed with the Secretary of State of the
State of Delaware and a certified copy recorded in the Office of the Recorder of Deeds
of New Castle County, and to do all acts and things whatsoever, whether within or
without the State of Delaware, which may be necessary or proper to effect said
amendment.
THIRD: This Certificate of Amendment shall become effective on [ ], 2009 at [ ] [a.m./p.m.].
FOURTH: This Certificate of Amendment was duly adopted in accordance with § 242 of the DGCL.
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