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Title
of each class
to
be so registered
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Name
of each exchange on which
each
class is to be registered
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None
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·
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Par
Value
: The Series A Nonvoting Preferred Shares do not
have a par value.
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·
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Rank
: The
Series A Nonvoting Preferred Shares rank, with respect to distributions
and rights on liquidation, dissolution and winding-up: (i) on a parity
with the registrant’s common shares and each other class and series of
shares of the registrant, the terms of which expressly provide that such
class or series ranks on a parity with the Series A Nonvoting Preferred
Shares as to distributions or rights on liquidation, dissolution and
winding-up (collectively referred to as “Parity Securities”); and (ii)
junior to each class or series of shares of the registrant, the terms of
which expressly provide that such class or series ranks senior to the
Series A Nonvoting Preferred Shares as to dividend rights and rights on
liquidation, dissolution and winding-up of the
registrant.
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·
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Distribution
Rights
: Holders of Series A Nonvoting Preferred Shares
are entitled to receive distributions only when, as and if declared by the
registrant’s board of directors out of funds legally available therefor,
whether in the form of cash, property or securities of the registrant,
ratably on a per-share basis. The rights of the holders of Series A
Nonvoting Preferred Shares to receive distributions are subject to the
rights of each other series of preferred shares of the registrant then
outstanding.
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·
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Voting
Rights
: The Series A Nonvoting Preferred Shares do not
entitle their holders to any voting rights with respect to the registrant
except as otherwise required by applicable law. South Carolina
law entitles the holders of a class or series of otherwise nonvoting
shares to vote as a separate voting group in connection with the approval
of: (i) certain proposed amendments to the corporation’s articles of
incorporation; (ii) a plan of merger that contains a provision that, if
contained in a proposed amendment to the corporation’s articles of
incorporation, would entitle the holders to vote as a separate voting
group; or (iii) a plan of share exchange that includes the class or series
of nonvoting shares in the
exchange.
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·
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Liquidation
Rights
: Subject to the rights of any other series of
preferred shares of the registrant then outstanding, in the event of any
liquidation, dissolution or winding up of the registrant, whether
voluntary or involuntary, the remaining assets and funds of the registrant
available for distribution, if any, will be distributed among the holders
of Series A Nonvoting Preferred Shares and Parity Securities in proportion
to the number of Series A Nonvoting Preferred Shares and Parity Securities
held by each of them.
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·
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Preemptive
Rights
: The Series A Nonvoting Preferred Shares are not
entitled to any preemptive rights.
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·
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Conversion
: The
Series A Nonvoting Preferred Shares are not convertible into any other
security of the registrant.
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·
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Redemption/Repurchase
: The
Series A Nonvoting Preferred Shares are not subject to any redemption
rights or sinking fund provisions. There is no restriction on the
repurchase or redemption of shares by the registrant while there is any
arrearage in the payment of dividends or sinking fund
installments.
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1.
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Restated
articles of incorporation of the registrant dated December 30, 2009 (filed
herewith)
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2.
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Bylaws
of the registrant (filed as Exhibit 3.05 to Registration Statement No.
333-65460 and incorporated by reference
herein)
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A.
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To
construct, acquire by purchase, lease, consolidation, merger or otherwise;
to use, operate, maintain, sell, convey, lease or otherwise dispose of,
any works, constructions, plants, systems or parts thereof, and any and
all rights or other property necessary or appropriate to the production,
use, distribution, sale, regulation, control or application of electricity
for any purpose whatsoever; to generate electricity by water, steam or
other power; to produce, buy, acquire, deal in, use, lease, sell, furnish,
transmit and supply electricity in any form and for any purpose
whatsoever.
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B.
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To
purchase, install, deal in, use, sell, lease or otherwise dispose of,
machinery, generators, motors, lamps, poles, wires, apparatus, equipment,
devices, supplies and articles of every kind pertaining to, or in any wise
connected with, the production, use, distribution, regulation, control or
application of electricity or electrical apparatus for light, heat, power,
railway, manufacturing, and any and all other
purposes.
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C.
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To
build, construct, acquire by purchase, lease, consolidation, merger or
otherwise, and operate street railways, motor bus lines and transportation
lines for freight and passengers, whether operated by steam, electricity
or any other motive power whatsoever (except those transportation lines
classed as railroads) and to sell, convey, lease or otherwise dispose of
the same.
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D.
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To
build, construct, acquire, by purchase, lease, consolidation, merger or
otherwise, and to maintain and operate parks, places of amusement and
other usual or useful adjuncts to such properties or business, and to
sell, convey, lease or otherwise dispose of the
same.
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E.
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To
manufacture, purchase, produce, sell, furnish and distribute for light,
heat, power and any other purposes whatsoever, natural or artificial gas
and to construct, equip, acquire by purchase, lease, consolidation, merger
or otherwise and to own, maintain, operate, sell, convey, lease or
otherwise dispose of, all necessary and convenient works, conduits,
plants, apparatus and connections for holding, receiving, purifying,
manufacturing, selling, utilizing and distributing natural and artificial
gas; and to manufacture, purchase, sell or otherwise dispose of chemicals
or other products derived wholly or in part from gas or gas works, or in
the manufacture of gas, and to purchase, install, manufacture, deal in,
use, sell or otherwise handle or dispose of gas fixtures and appliances in
any way used or useful in connection with the utilization or distribution
of natural or artificial gas.
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F.
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To
build, construct, acquire by purchase, lease, consolidation, merger or
otherwise; to own, equip, maintain and operate telephone and telegraph
lines of all kinds and descriptions, and to sell, convey, lease, or
otherwise dispose of all necessary convenient works, plants, apparatus and
connections necessary or desirable in connection therewith; and to
purchase, manufacture, install, use, sell or otherwise deal in any and all
fixtures, appliances or apparatus, useful, necessary or desirable in
connection with the installation or operation of telephone or telegraph
lines or systems.
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G.
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To
build, construct, acquire, by purchase, lease, consolidation, merger or
otherwise; to own, equip, maintain, operate, sell, convey, lease or
otherwise dispose of ice and refrigerating plants and to manufacture,
purchase, sell and deal in ice; handling, selling or dealing in the same
at retail and/or wholesale.
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H.
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To
build, construct, acquire by purchase, lease, consolidation, merger or
otherwise; to own, equip, hold, operate, maintain, sell, convey, lease or
otherwise dispose of water powers, power plants, hydro-electric plants,
reservoirs, dams, canals, ditches, flumes, pipe lines and such other
works, plants, equipment, appliances and appurtenances as may be
necessary, useful or appropriate for impounding, storing, conveying,
distributing and utilizing water for power, irrigation, sanitary,
domestic, manufacturing and otherwise and to use, supply and otherwise
dispose of water for all such uses; and to build, construct, acquire by
purchase, lease, consolidation, merger or otherwise; to own, hold,
operate, maintain, sell, convey, lease or otherwise dispose of hydraulic
and other works, transmission lines, lines for the conveying of electric
current for power, lighting, heating or other purposes and transforming
and distributing stations and
circuits.
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I.
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To
acquire by purchase, lease, consolidation, merger or otherwise; to hold,
use, own, sell, convey, lease or otherwise dispose of rights of way,
easements, privileges, grants, consents and franchises, including
franchises or special grants or privileges or consents from the State of
South Carolina or other States, or from counties, cities and towns situate
in South Carolina or other States, for any of the foregoing businesses or
purposes.
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J.
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To
acquire by purchase, lease, consolidation, merger or otherwise; to hold,
improve, develop, use, let, sell, convey or otherwise dispose of, real
estate and rights and interests in or in respect to real estate or other
property; and to exercise the rights of eminent domain in connection with
any or all of the objects and purposes for which the company is formed in
all respects as such right is now or shall hereafter be authorized by
law.
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K.
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To
purchase, hold, assign, transfer, mortgage, pledge or otherwise dispose of
the shares of the capital stock or any bonds, securities, obligations or
evidences of indebtedness of any other corporation or corporations of this
or any other State, and, while owner of such stock, to exercise all the
rights, powers and privileges of ownership, including the right to vote
thereon, and to issue in exchange for any such shares of capital stock,
bonds, securities, obligations or evidences of indebtedness, its stocks,
bonds, or other obligations.
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L.
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To
guarantee the payment of any bonds, debentures or other securities or
obligations issued by any company in which this company is interested, and
the payment of dividends and interest on any stocks, bonds, debentures or
other securities issued by any such
company.
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M.
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The
Company shall have all the powers now or hereafter conferred by the laws
of South Carolina on corporations formed for similar objects or purposes,
and may carry on any business or operation deemed advantageous, incidental
or necessary to any of the purposes or objects hereinbefore enumerated,
and, in general, may do whatever a natural person might do in the
premises, and may conduct its business in all its branches, not only in
the State of South Carolina but in any State, territory, possession or
dependency of the United States.
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N.
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It
is expressly provided that the foregoing shall be construed both as
objects and powers, and that the enumeration of specific objects, purposes
and powers shall in no wise be held or construed to limit or restrict in
any manner the general or incidental powers of the
Company.
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5.
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Unless
a delayed effective date is specified, these restated articles of
incorporation will be effective upon acceptance for filing by the
Secretary of State (See Section 33-1-230(b) of the 1976 South Carolina
Code of Laws, as amended).
Effective upon
filing
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1.
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On
December 29, 2009, the corporation adopted the following amendment(s) to
its articles of incorporation:
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2.
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The
manner, if not set forth in the amendment(s), in which any exchange,
reclassification, or cancellation of issued shares provided for in the
amendment(s) shall be effected, is as follows: (if not applicable, insert
“not applicable” or “NA”).
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Not
applicable
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Note:
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Pursuant
to Section 33-10-106(6)(ii), the corporation can alternatively state the
total number of undisputed shares cast for the amendment by each voting
group together with a statement that the number cast for the amendment by
each voting group was sufficient for approval by that voting
group.
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b.
o
The
amendment(s) were duly adopted by the incorporators or board of directors
without shareholder approval pursuant to Section 33-6-102(d), 33-10-102 or
33-10-105 of the 1976 South Carolina Code of Laws, as amended, and
shareholder action was not
required.
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1.
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On
December 29, 2009, the corporation adopted the following amendment(s) to
its articles of incorporation:
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