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Exhibit 3.1
PLAN OF CONVERSION
This Plan of
Conversion (the “ Plan ”) of Puda Coal, Inc., a
Florida corporation (the “ Company ”), has been
adopted and approved by the Board of Directors of the Company and
by a majority of the stockholders entitled to vote of the Company
for the purpose of converting the Company from a Florida
corporation to a Delaware corporation (the “
Conversion ”) in accordance with Section 607.1112 of
the Florida Statutes (the “ FS ”) and Section
265 of the Delaware General Corporation Law (the “
DGCL ”), which resulting corporation shall be named
Puda Coal, Inc. (the “ Converted Company
”).
ARTICLE 1
The Conversion
1.1
The Conversion . In accordance with the
provisions of this Plan and the applicable provisions of the FS and
DGCL, the Company will be converted to the Converted Company as of
the Effective Time (as hereinafter defined). As of the
Effective Time, the Conversion shall have the effect specified by
Florida and Delaware law. Without limiting the
generality of the foregoing, the status of the Company as a Florida
corporation shall automatically terminate and the resulting
Delaware corporation shall be considered the same business as the
Company, although as to rights, powers, and duties the resulting
business shall be a Delaware corporation. Any reference
to the Company as a Florida corporation in any contract or document
shall be considered a reference to the Converted
Company.
1.2
Organization Documents . The full text of the
Certificate of Incorporation of the Converted Company (the “
Charter ”) and the By-Laws of the Converted Company,
in each case as will be in effect immediately after the Effective
Time, are attached hereto as Exhibits A-1 and A2 ,
respectively.
1.3
Effective Time . The Conversion shall be effected
by the filing of (i) a Certificate of Conversion in the form
attached hereto as Exhibit B (the “ DE Certificate
of Conversion ”) with the Secretary of State of the State
of Delaware, (ii) the Charter with the Secretary of State of the
State of Delaware and (iii) a Certificate of Conversion in the form
attached hereto as Exhibit C (the “ FL Certificate
of Conversion ”) with the Secretary of State of the State
of Florida, together with any other documents required to be filed
to consummate the Conversion. The term “
Effective Time ” shall mean the date and time of the
filing of such DE Certificate of Conversion, Charter and FL
Certificate of Conversion, or at such time thereafter as is
specified in
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