AMENDED ARTICLES OF INCORPORATION
MERIDIAN DIAGNOSTICS, INC.
MERIDIAN DIAGNOSTICS, INC. hereby adopts the following Amended Articles
of Incorporation to supersede and take the place of the existing Articles and
all Amendments thereto:
FIRST. The name of the Corporation shall be Meridian Diagnostics, Inc.
The place in
THIRD. The purpose for which the Corporation is organized shall be:
To develop, manufacture and sell medical diagnostic products and to do
any other lawful act or acts for which corporations may be formed under
Sections 1701.01 to 1701.98, inclusive, of the Ohio Revised Code.
FOURTH. The maximum number of shares which the Corporation is
authorized to have outstanding is:
A. 101,000 shares of Common Stock, without par value and
B. 10,000 shares of Preferred Stock, without par value.
The holders of the Preferred Stock shall be entitled to receive
dividends out of any funds of the corporation at the time legally available for
dividends when and as declared by the Board of Directors at such rate as shall
be fixed by the Board of Directors before any sum shall be set apart or applied
to the redemption or purchase of or any dividends shall be declared or paid
upon or set apart for any class or series of Common Stock. In the event of any
liquidation, dissolution or winding up of the Corporation, the holders of
Preferred Stock shall be entitled to receive out of the assets of the
Corporation payment of an amount per share as determined by the Board of
Directors as a liquidation price (including accrued dividends, if any) before
any distribution of assets shall be made to the holders of any class or series
of Common Stock.
The Board of Directors shall have he express authority from
time-to-time to adopt amendments to these Articles of Incorporation with
respect to any unissued or treasury shares of Preferred Stock and thereby to
fix or change the division of such shares into series and the designation and
authorized number of shares of each series and to provide for each such series:
voting powers, full or limited or no voting powers; dividend rates; dates of
payment of dividends; dates from which dividends
are cumulative; liquidation prices; redemption rights and prices; sinking fund
requirements; conversion rights; restrictions on the issuance of shares of
other series of Preferred Stock; and such other designations, preferences and
relative participating options or other special rights and qualifications,
powers, limitations or restrictions thereon as may be determined by the Board
FIFTH. No holder of any shares of this Corporation shall have any
pre-emptive rights to subscribe for or to purchase any shares of this
Corporation of any class whether such shares or such class be now or hereafter
authorized or to purchase or subscribe for securities convertible into or
exchangeable for shares of any class or to which shall be attached or
appertained any warrants or rights entitling the holder thereof to purchase or
subscribe for shares of any class.
SIXTH. This Corporation, through its Board of Directors, shall have
the right and power to purchase any of its outstanding shares at such price and
upon such terms as may be agreed upon between the Corporation and any selling
SEVENTH. The provisions of Ohio Revised Code Section 1701.831 relating
to control share acquisitions shall not be applicable to this Corporation.