CERTIFICATE OF CORRECTION OF THE<\/p>\n
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF<\/p>\n
BRISTOL-MYERS SQUIBB COMPANY<\/p>\n
Bristol-Myers Squibb Company, a Delaware corporation (the “Company”), in
\naccordance with the provisions of Section 103 of the General Corporation Law of
\nthe State of Delaware, DOES HEREBY CERTIFY:<\/p>\n
1. The name of the Company is Bristol-Myers Squibb Company.<\/p>\n
2. An Amended and Restated Certificate of Incorporation of the Company was
\nfiled with the Secretary of State of the State of Delaware (the “Secretary of
\nState”) on May 24, 2005 (the “Certificate of Incorporation”) and said
\nCertificate of Incorporation requires correction as permitted by subsection (f)
\nof Section 103 of the General Corporation Law of the State of Delaware.<\/p>\n
3. The inaccuracy or defect of said Certificate of Incorporation to be
\ncorrected is that it inadvertently omitted the Certificate of the Designation,
\nPreferences and Relative, Participating, Optional or Other Special Rights of the
\n$2.00 Convertible Preferred Stock which was filed with the Secretary of State on
\nDecember 22, 1967.<\/p>\n
4. The Certificate of Incorporation is corrected by inserting the following
\nas a new paragraph immediately preceding the heading “Common Stock” in Article
\nFOURTH of the Certificate of Incorporation:<\/p>\n
“Pursuant to the authority conferred upon the Board of Directors of the
\ncorporation by this Article FOURTH, the Board of Directors created a series of
\n1,300,188 shares of Preferred Stock of the corporation designated as the $2.00
\nConvertible Preferred Stock (the “$2.00 Convertible Preferred Stock”) by filing
\na Certificate of Designation with the Secretary of State of the State of
\nDelaware on December 22, 1967, and the voting powers, designations, preferences
\nand relative, participating, optional and other special rights, and
\nqualifications, limitations or restrictions of the $2.00 Convertible Preferred
\nStock are set forth in Appendix A hereto and are incorporated herein by
\nreference.”<\/p>\n
5. The Certificate of Incorporation is further corrected by attaching
\nAppendix A hereto as Appendix A to the Certificate of Incorporation of the
\nCompany.<\/p>\n
6. All other provisions of the Certificate of Incorporation remain unchanged.\n<\/p>\n
IN WITNESS WHEREOF, the Company has caused this Certificate of Correction to BRISTOL-MYERS SQUIBB COMPANY<\/p>\n<\/td>\n<\/tr>\n By:<\/p>\n<\/td>\n \/s\/ Sandra Leung<\/p>\n<\/td>\n<\/tr>\n Name:<\/p>\n<\/td>\n Sandra Leung<\/p>\n<\/td>\n<\/tr>\n Title:<\/p>\n<\/td>\n Senior Vice President, General Counsel and Corporate Secretary<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Appendix A<\/p>\n CERTIFICATE OF THE DESIGNATION, PREFERENCES AND OPTIONAL OR OTHER SPECIAL RIGHTS OF THE $2.00 STOCK, AND THE QUALIFICATIONS, LIMITATIONS, OR WHICH HAVE NOT BEEN SET FORTH IN THE CERTIFICATE OF IN ANY AMENDMENT THERETO <\/strong><\/p>\n (a) Designation<\/em>. The shares of such series shall be designated (b) Dividends<\/em>. The holders of the shares of such series shall be (c) Voting Rights<\/em>. Each holder of shares of such series shall be So long as any shares of such series are outstanding, the consent of the (d) Redemption<\/em>. The Corporation at its option, at any time, or from If Redeemed During<\/strong><\/p>\n the 12-Month Period<\/strong><\/p>\n Beginning December 23,<\/strong><\/p>\n<\/td>\n 1972<\/p>\n<\/td>\n $<\/p>\n<\/td>\n 53.00<\/p>\n<\/td>\n 1973<\/p>\n<\/td>\n $<\/p>\n<\/td>\n 52.50<\/p>\n<\/td>\n 1974<\/p>\n<\/td>\n $<\/p>\n<\/td>\n 52.00<\/p>\n<\/td>\n 1975<\/p>\n<\/td>\n $<\/p>\n<\/td>\n 51.50<\/p>\n<\/td>\n 1976<\/p>\n<\/td>\n $<\/p>\n<\/td>\n 51.00<\/p>\n<\/td>\n 1977<\/p>\n<\/td>\n $<\/p>\n<\/td>\n 50.50<\/p>\n<\/td>\n 1978 and thereafter<\/p>\n<\/td>\n $<\/p>\n<\/td>\n 50.00<\/p>\n<\/td>\n together in each case with an amount equal to any dividends accrued and In the event the Corporation shall determine to redeem less than all the by the deposit of said moneys with said Paying Agent the shares of such (e) Liquidation<\/em>. In the event of the voluntary or involuntary (f) Conversion.<\/em> The holders of shares of the $2.00 Convertible The shares of such series shall be convertible at the office of a Transfer Before any holder of shares of the $2.00 Convertible Preferred Stock shall be nominees, certificates for the number of full shares of Common Stock to which In case the Corporation shall at any time subdivide its outstanding shares of Anything in this subdivision (f) to the contrary notwithstanding, the In case of any capital reorganization or any reclassification of the capital Whenever the conversion rate is adjusted as herein provided, the Treasurer of In case:<\/p>\n (a) the Corporation shall declare a dividend (or any other distribution) (b) the Corporation shall authorize the granting to the holders of its Common (c) of any capital reorganization of the Corporation, reclassification of the (d) of the voluntary or involuntary dissolution, liquidation or winding up of then, and in any such case, the Corporation shall cause to be mailed to the The Corporation shall at all times reserve and keep available, out of its time outstanding. The Corporation shall from time to time, in accordance with No fractional shares of Common Stock are to be issued upon conversion, but The Corporation will pay any and all issue and other taxes that may be (g) Status of Reacquired Shares<\/em>. Shares of the $2.00 Convertible (h) The shares of the $2.00 Convertible Preferred Stock shall not have any
\nbe executed as of the 17th<\/sup> day of December, 2009.<\/p>\n\n\n
\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n \n \n <\/td>\n <\/td>\n<\/tr>\n \n \n <\/td>\n \n \n \n <\/td>\n \n \n \n <\/td>\n \n
\n
\nRELATIVE, PARTICIPATING, <\/strong><\/p>\n
\nCONVERTIBLE PREFERRED <\/strong><\/p>\n
\nRESTRICTIONS THEREOF <\/strong><\/p>\n
\nINCORPORATION OR <\/strong><\/p>\n
\n“$2.00 Convertible Preferred Stock”, and the number of shares constituting such
\nseries shall initially be 1,300,188.<\/p>\n
\nentitled to receive, out of the assets of the Corporation legally available
\ntherefor and as and when declared by the Board of Directors, cash dividends at,
\nbut not exceeding, the rate of Two Dollars ($2.00) per share per annum, payable
\nquarterly on the 1st day of the months of March, June, September and December in
\neach year, accruing from the first day of the quarter-yearly dividend period in
\nwhich the respective shares of such series shall be issued. For the purpose of
\nthis paragraph (b), the quarter-yearly dividend period shall begin on the 1st
\nday of the third calendar month prior to the month in which the payment date
\noccurs. Dividends upon the shares of such series shall be cumulative, so that if
\nin any dividend period or periods full dividends upon the outstanding shares of
\nsuch series at the rate fixed therefor shall not have been paid, the deficiency
\nshall be declared and paid or set apart for payment before any dividend shall be
\ndeclared and paid or set aside for payment on the Common Stock, and before any
\nassets which are by law available for the payment of dividends shall be paid or
\nset apart for the purchase or redemption of any shares of Preferred Stock or for
\nthe purchase of any shares of Common Stock.<\/p>\n
\nentitled to one vote for each share held and, except as otherwise by the
\nCertificate of Incorporation or by law provided, the shares of such series and
\nthe shares of Common Stock of the Corporation (and any other capital stock of
\nthe Corporation at the time entitled thereto) shall vote together as one class,
\nexcept that while holders of shares of Preferred Stock, voting as a class, are
\nentitled to elect two directors as provided in the Certificate of Incorporation
\nof the Corporation, they shall not be entitled to participate with the Common
\nStock (or any other capital stock as aforesaid) in the election of any other
\ndirectors.<\/p>\n
\nholders of at least two-thirds of the shares of such series at the time
\noutstanding, given in person or by proxy, either in writing or at a meeting at
\nwhich the holders of the shares of such series shall vote separately as a class,
\nshall be necessary for effecting the amendment, alteration or repeal of any
\nprovision of the Certificate of Incorporation of the Corporation, any
\ncertificate amendatory thereof or supplemental thereto, or the by-laws of the
\nCorporation so as to affect materially any of the powers, preferences and rights
\nof the shares of such series.<\/p>\n
\n
\ntime to time, on or after December 23, 1972 (except as otherwise provided in
\nparagraph (b) above), may redeem all or any of the shares of such series at the
\nfollowing applicable prices:<\/p>\n\n\n
\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n \n <\/td>\n Per Share
\nRedemption Price<\/strong><\/td>\n<\/td>\n<\/tr>\n \n \n <\/td>\n \n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n \n <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\nunpaid thereon to the date of redemption.<\/p>\n
\nshares of such series then outstanding, the Board of Directors shall determine
\nthe shares of such series so to be redeemed by lot; and the certificate of the
\nSecretary of the Corporation, filed with the Transfer Agent or Agents for the
\nshares of such series to be redeemed, of such determination by the Board of
\nDirectors shall be conclusive. Notice of any proposed redemption of shares of
\nsuch series shall be given by the Corporation by mailing a copy of such notice
\nat least 30 days prior to the date fixed for such redemption to the holders of
\nrecord of the shares of such series to be redeemed, at their respective
\naddresses appearing on the books of the Corporation. From and after the date
\nfixed in such notice as the date of redemption (unless default be made by the
\nCorporation in providing moneys for the payment of the redemption price) all
\ndividends upon the shares of such series thereby called for redemption shall
\ncease to accrue, and all rights of the holders thereof as stockholders of the
\nCorporation (except the right to receive payment of said redemption price) shall
\ncease and determine; or, if the Corporation shall so elect, from and after the
\ndate (which date shall be the date of redemption or prior thereto) on which the
\nCorporation shall deposit with a bank or trust company doing business in the
\nBorough of Manhattan, The City of New York, State of New York as Paying Agent,
\nmoneys sufficient in amount to pay at the office of such Paying Agent, on the
\nredemption date, the said redemption price (provided the notice of redemption
\nshall state the name and address of such Paying Agent and the intention of the
\nCorporation to deposit said moneys on or before the date of redemption with such
\nPaying Agent), all dividends on the shares of such series so called for
\nredemption shall cease to accrue, and all rights of the holders thereof as
\nstockholders of the Corporation (except the right to receive from said Paying
\nAgent said redemption price, and the right, if any, to convert or exchange
\nshares thereof for shares of the Common Stock) shall thereupon cease and
\ndetermine, and<\/p>\n
\n
\nseries so called for redemption shall be redeemed. Any moneys so deposited with
\nsaid Paying Agent which shall remain unclaimed by the holders of shares of such
\nseries so called for redemption at the end of five full calendar years after the
\nredemption date shall be paid by said Paying Agent to the Corporation, and
\nthereafter the holders of the shares of such series called for redemption shall
\nlook only to the Corporation for the payment thereof.<\/p>\n
\nliquidation, dissolution or winding up of the Corporation, the holders of the
\nshares of such series shall be entitled to receive for each share thereof
\n$50.00, together with an amount equal to accrued and unpaid dividends thereon,
\nbefore any distribution of assets shall be made to the holders of the Common
\nStock. The holders of the shares of such series shall be entitled to no further
\nparticipation in any such distribution. Neither the merger nor consolidation of
\nthe Corporation into or with any other corporation, nor the merger or
\nconsolidation of any other corporation into or with the Corporation, nor a sale,
\ntransfer or lease of all or any part of the assets of the Corporation, shall be
\ndeemed to be a liquidation, dissolution or winding up of the Corporation within
\nthe meaning of this paragraph (e).<\/p>\n
\nPreferred Stock shall have the right, at their option, to convert such shares
\ninto shares of Common Stock of the Corporation at any time on the following
\nterms and conditions:<\/p>\n
\nAgent for such series into full paid and non-assessable shares (calculated as to
\neach conversion to the nearest 1\/100th of a share) of Common Stock of the
\nCorporation at the conversion rate in effect at the time of conversion. The rate
\nat which shares of Common Stock shall be delivered upon conversion (herein
\ncalled the “conversion rate”) shall be initially .<\/strong>53 shares of
\nCommon Stock for each share of such series, provided, however, that such initial
\nconversion rate shall be subject to adjustment from time to time in certain
\ninstances as hereinafter provided. The Corporation shall make no payment or
\nadjustment on account of any dividends accrued on the shares of such series
\nsurrendered for conversion or on account of any dividends accrued on the Common
\nStock. In case of the call for redemption of any shares of such series such
\nright of conversion shall cease and terminate, as to the shares designated for
\nredemption, at the close of business on the date fixed for redemption unless
\ndefault shall be made in the payment of the redemption price.<\/p>\n
\nentitled to convert the same into Common Stock he shall surrender the
\ncertificate or certificates therefor, duly endorsed, at the office of a Transfer
\nAgent, and shall give written notice to the Corporation at said office that he
\nelects to convert the same or part thereof and shall state in writing therein
\nthe name or names in which he wishes the certificate or certificates for Common
\nStock to be issued. The Corporation will, as soon as practicable thereafter,
\nissue and deliver at said office to such holder of shares of such series, or to
\nhis nominee or<\/p>\n
\n
\nhe shall be entitled as aforesaid, together with cash in lieu of any fraction of
\na share as hereinafter provided. Shares of such series shall be deemed to have
\nbeen converted as of the date of the surrender of such shares for conversion as
\nprovided above, and the person or persons entitled to receive the Common Stock
\nissuable upon such conversion shall be treated for all purposes as the record
\nholder or holders of such Common Stock on such date.<\/p>\n
\nCommon Stock into a greater number of shares, by way of a dividend payable in
\nCommon Stock or a stock-split, or in case the outstanding shares of Common Stock
\nof the Corporation shall be combined into a smaller number of shares, the
\nconversion rate in effect immediately prior to such subdivision or combination
\nshall be adjusted proportionately. In the event that the Corporation shall, at
\nany time or from time to time prior to the conversion or redemption of all of
\nthe shares of the $2.00 Convertible Preferred Stock, grant to the holders of its
\nCommon Stock the right to subscribe for or purchase any shares of stock of any
\nclass of the Corporation, the Corporation shall concurrently therewith grant to
\nthe holders of shares of such series the same purchase or subscription rights in
\nthe same proportion as if each share of such series had been converted into
\nshares of Common Stock at the then existing conversion rate.<\/p>\n
\nCorporation shall not be required to give effect to any adjustment in the
\nconversion rate unless and until the net effect of one or more adjustments,
\ndetermined as above provided, shall have resulted in a change of the conversion
\nrate by at least one-hundredth of one share of Common Stock, and when the
\ncumulative net effect of more than one adjustment so determined shall be to
\nchange the conversion rate by at least one-hundredth of one share of Common
\nStock, such change in the conversion rate shall thereupon be given effect.<\/p>\n
\nstock of the Corporation or in case of the consolidation or merger of the
\nCorporation with or into another corporation or the conveyance of all or
\nsubstantially all of the assets of the Corporation to another corporation, each
\nshare of the $2.00 Convertible Preferred Stock shall thereafter be convertible
\ninto the number of shares of stock or other securities or property to which a
\nholder of the number of shares of Common Stock of the Corporation deliverable
\nupon conversion of such share of such series would have been entitled upon such
\nreorganization, reclassification, consolidation, merger or conveyance; and, in
\nany such case, appropriate adjustment (as determined by the Board of Directors)
\nshall be made in the application of the provisions herein set forth with respect
\nto the rights and interests thereafter of the holders of such series, to the end
\nthat the provisions set forth herein (including provisions with respect to
\nchanges in and other adjustments of the conversion rate) shall thereafter be
\napplicable, as nearly as reasonably may be, in relation to any shares of stock
\nor other property thereafter deliverable upon the conversion of the shares of
\nsuch series.<\/p>\n
\n
\nthe Corporation shall compute the adjusted conversion rate in accordance with
\nthis subdivision (f) and shall prepare a certificate setting forth such adjusted
\nconversion rate and showing in detail the facts upon which such adjustment is
\nbased, and such certificate shall forthwith be filed with the Transfer Agent or
\nAgents for the $2.00 Convertible Preferred Stock and a notice thereof mailed to
\nthe holders of record of the outstanding shares of such series.<\/p>\n
\npayable upon its Common Stock otherwise than in cash or in its Common Stock; or\n<\/p>\n
\nStock of rights to subscribe for or purchase any shares of stock of any class or
\nto receive any other rights; or<\/p>\n
\ncapital stock of the Corporation, consolidation or merger of the Corporation
\nwith or into another corporation, or conveyance of all or substantially all of
\nthe assets of the Corporation to another corporation; or<\/p>\n
\nthe Corporation<\/p>\n
\nTransfer Agent or Agents for the $2.00 Convertible Preferred Stock and to the
\nholders of record of the outstanding shares of such series, at least twenty (20)
\ndays prior to the date hereinafter specified, a notice describing such event and
\nstating (x) the date on which a record is to be taken for the purpose of such
\ndividend, distribution or rights, or, if a record is not to be taken, the date
\nas of which the holders of Common Stock of record to be entitled to such
\ndividend, distribution or rights are to be determined, or (y) the date on which
\nsuch reclassification, reorganization, consolidation, merger, conveyance,
\ndissolution, liquidation or winding up is to take place, and the date, if any is
\nto be fixed, as of which holders of Common Stock of record shall be entitled to
\nexchange their shares of Common Stock for securities or other property
\ndeliverable upon such reclassification, reorganization, consolidation, merger,
\nconveyance, dissolution, liquidation or winding up.<\/p>\n
\nauthorized but unissued Common Stock or out of shares of Common Stock held in
\nits Treasury, solely for the purpose of effecting the conversion of the shares
\nof the $2.00 Convertible Preferred Stock, the full number of shares of Common
\nStock deliverable upon the conversion of all shares of such series from time to\n<\/p>\n
\n
\nthe laws of the State of Delaware, increase the authorized amount of its Common
\nStock if at any time the authorized number of shares of Common Stock remaining
\nunissued shall not be sufficient to permit the conversion of all of the shares
\nof such series at the time outstanding.<\/p>\n
\nthe Corporation shall pay a cash adjustment in respect of any fraction of a
\nshare which would otherwise be issuable in an amount equal to the same fraction
\nof the market price (determined as hereinafter provided) per share of Common
\nStock on the day of conversion. For the purposes of the foregoing, such market
\nprice shall be the last sale price regular way, or, in case no such sale takes
\nplace on such day, the average of the closing bid and asked prices regular way,
\nin either case as officially quoted on the New York Stock Exchange, or, if the
\nCommon Stock is not at the time listed on such Exchange, the average of the
\nclosing bid and asked prices as furnished by any recognized dealer in securities
\nselected by the Corporation for the purpose.<\/p>\n
\npayable in respect of any issue or delivery of shares of Common Stock on
\nconversion of shares of the $2.00 Convertible Preferred Stock pursuant hereto.
\nThe Corporation shall not, however, be required to pay any tax which may be
\npayable in respect of any transfer involved in the issue and delivery of shares
\nof Common Stock in a name other than that in which the shares of such series so
\nconverted were registered, and no such issue or delivery shall be made unless
\nand until the person requesting such issue has paid to the Corporation the
\namount of any such tax, or has established, to the satisfaction of the
\nCorporation, that such tax has been paid.<\/p>\n
\nPreferred Stock which have been issued and reacquired in any manner (excluding,
\nuntil the Corporation elects to retire them, shares which are held as treasury
\nshares, but including shares redeemed, shares purchased and retired and shares
\nwhich have been converted into shares of Common Stock) shall (upon compliance
\nwith any applicable provisions of the laws of the State of Delaware) have the
\nstatus of authorized and unissued shares of the class of Preferred Stock
\nundesignated as to series and may be redesignated and reissued.<\/p>\n
\nrelative, participating, optional or other special rights and powers other than
\nas set forth above in this Resolution and in the Certificate of Incorporation of
\nthe Corporation, as amended.<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6948],"corporate_contracts_industries":[9407],"corporate_contracts_types":[9573,9575],"class_list":["post-41634","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-bristol-myers-squibb-co","corporate_contracts_industries-drugs__pharma","corporate_contracts_types-formation","corporate_contracts_types-formation__incorporation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41634","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41634"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41634"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41634"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41634"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}