EX-3.1
from 8-K
2 pages
Attachment 1 to Certificate of Amendment to Certificate of Designation of Series E Convertible Preferred Stock of Pershing Gold Corporation Section 6: Change in Control. the Following Sentence Is Hereby Added at the End of Section 6: Notwithstanding Anything to the Contrary Herein, in Connection With the Consummation of the Change in Control Contemplated by That Certain Agreement and Plan of Merger by and Among the Corporation, Americas Silver Corporation and R Merger Sub, Inc. Dated on or About September 28, 2018 (The “Merger Agreement”), the Preceding Sentence Shall Not Apply and the Outstanding Shares of Series E Preferred Stock Shall Be Converted in the Manner Set Forth in the Merger Agreement. Section 7.1(b): Subsequent Equity Sales. the Following Sentence Is Hereby Added at the End of Section 7.1(b): Notwithstanding Anything to the Contrary Herein, the Execution by the Corporation of the Convertible Secured Debenture Dated on or About September 28, 2018 by and Between the Company and Americas Silver Corporation (The “Asc Debenture”) Shall Not Result in Any Adjustment to the Conversion Price; Provided That in the Event Any Amounts Borrowed Under the Asc Debenture Are Converted Into Shares of Common Stock or Common Stock Equivalents at a Conversion Price (As Defined in the Asc Debenture) That Is Lower Than the Then Conversion Price, This Section 7.1(b) Shall Apply
12/34/56
EX-3.1
from DEFA14A
2 pages
Attachment 1 to Certificate of Amendment to Certificate of Designation of Series E Convertible Preferred Stock of Pershing Gold Corporation Section 6: Change in Control. the Following Sentence Is Hereby Added at the End of Section 6: Notwithstanding Anything to the Contrary Herein, in Connection With the Consummation of the Change in Control Contemplated by That Certain Agreement and Plan of Merger by and Among the Corporation, Americas Silver Corporation and R Merger Sub, Inc. Dated on or About September 28, 2018 (The “Merger Agreement”), the Preceding Sentence Shall Not Apply and the Outstanding Shares of Series E Preferred Stock Shall Be Converted in the Manner Set Forth in the Merger Agreement. Section 7.1(b): Subsequent Equity Sales. the Following Sentence Is Hereby Added at the End of Section 7.1(b): Notwithstanding Anything to the Contrary Herein, the Execution by the Corporation of the Convertible Secured Debenture Dated on or About September 28, 2018 by and Between the Company and Americas Silver Corporation (The “Asc Debenture”) Shall Not Result in Any Adjustment to the Conversion Price; Provided That in the Event Any Amounts Borrowed Under the Asc Debenture Are Converted Into Shares of Common Stock or Common Stock Equivalents at a Conversion Price (As Defined in the Asc Debenture) That Is Lower Than the Then Conversion Price, This Section 7.1(b) Shall Apply
12/34/56