Title: Overview of Ohio Proposal to Amend Certificate of Incorporation for a One-for-Ten Reverse Stock Split Keywords: Ohio proposal, amend certificate of incorporation, one-for-ten reverse stock split Introduction: The Ohio proposal to amend a company's certificate of incorporation in order to effectuate a one-for-ten reverse stock split aims to consolidate shares and redefine the capital structure. This detailed description will delve into the concept, benefits, and possible variations of this corporate action. 1. Understanding the Ohio Proposal: The Ohio proposal refers to the process of seeking shareholder approval to modify a company's certificate of incorporation. In this case, the focus is on implementing a one-for-ten reverse stock split, meaning that for every ten shares owned, shareholders would receive one consolidated share. 2. Benefits of a Reverse Stock Split: — Enhanced liquidity: The reverse stock split reduces the total number of outstanding shares, potentially raising the stock's price per share, fostering greater liquidity in the market. — Compliance with listing requirements: A higher share price resulting from the reverse stock split helps companies meet listing requirements of stock exchanges, which sometimes impose minimum price criteria. — Attractiveness to institutional investors: A higher-priced stock can gain more attention from institutional investors who often have specific investment criteria regarding price. — Perception of value improvement: Reverse stock splits can be perceived by investors as a sign of improving financial health and the company's commitment to increasing its stock value. 3. Variations of Ohio Proposals for Reverse Stock Splits: While the one-for-ten reverse stock split is the primary focus, there may be some variations of this proposal that companies can consider: — Different consolidation ratios: The reverse stock split can have different consolidation ratios such as one-for-five or one-for-twenty, depending on the company's needs and objectives. — Special conditions attached: Companies may include special conditions like equity adjustments, voting rights modifications, or conversion rights for preferred shares when seeking shareholder approval for the reverse stock split. 4. Implementation Process: To effectuate the Ohio proposal, certain steps are typically followed: — Board of Directors approval: The proposal must receive approval from the company's board of directors before being presented to shareholders for voting. — Shareholder voting: After receiving the board's approval, a special meeting must be arranged to allow shareholders to discuss and vote on the proposed reverse stock split. — Majority approval: For the proposal to pass, it often needs to garner a majority of votes cast by shareholders. — Filing the Amendment: Once approved by shareholders, the company amends its certificate of incorporation with the Ohio Secretary of State to reflect the reverse stock split. Conclusion: The Ohio proposal to amend a company's certificate of incorporation to effectuate a one-for-ten reverse stock split offers a way to consolidate shares, improve liquidity, meet listing requirements, and potentially attract institutional investors. It is essential for companies to carefully assess the benefits and variations of this proposal before seeking shareholder approval and implementing the consolidation process.