exv4w1






Exhibit 4.1




CERTIFICATE OF DESIGNATIONS

OF

RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS

OF

SERIES C JUNIOR PARTICIPATING PREFERRED STOCK

OF

QUIDEL CORPORATION




(Pursuant to Section 151(g) of the Delaware General Corporation Law)



     The undersigned, Robert J. Bujarski, Senior Vice President, General Counsel and Corporate
Secretary of Quidel Corporation, a Delaware corporation (the “Corporation”), does hereby certify
that pursuant to the authority conferred upon the Board of Directors of the Corporation (the “Board
of Directors”) by the Certificate of Incorporation of the Corporation (the “Certificate of
Incorporation”), on September 1, 2010, the following resolutions were duly adopted by the Board of
Directors:




     “NOW, THEREFORE, BE IT RESOLVED, that pursuant to the authority vested in the
Board of Directors by the Certificate of Incorporation, the Board of Directors does
hereby provide for the issue of a series of Preferred Stock, par value $.001 per
share, of the Corporation, to be designated “Series C Junior Participating
Preferred Stock” (the “Series C Preferred Stock”), initially consisting of 50,000
shares, and to the extent that the rights, preferences, privileges and restrictions
of the Series C Preferred Stock are not stated and expressed in the Certificate of
Incorporation, does hereby fix and herein state and express such rights,
preferences, privileges and restrictions thereof as follows (all terms used herein
that are defined in the Certificate of Incorporation shall be deemed to have the
meanings provided therein):




     1. Designation and Amount. The shares of such series shall be
designated as “Series C Junior Participating Preferred Stock” and the number of shares constituting such series shall be 50,000. Such number of shares may be
increased or decreased by resolution of the Board of Directors; provided, that no
decrease shall reduce the number of shares of Series C Preferred Stock to a number
less than the number of shares then outstanding plus the number of shares reserved
for issuance upon the exercise of outstanding options, rights or warrants or upon
the conversion of any outstanding securities issued by the Corporation convertible
into Series C Preferred Stock.



 









 






     2. Dividends and Distributions.




     (a) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Shares ranking prior and superior to the shares of Series C Preferred Stock with respect to dividends, the holders of shares of Series C Preferred Stock shall be entitled to receive, when, as and
if declared by the Board of Directors out of funds legally available for the
purpose, quarterly dividends payable in cash on the 15th day of January,
April, July and October and in each year (each a “Quarterly Dividend Payment
Date”), commencing on the first Quarterly Dividend Payment Date after the
first issuance of a share or fraction of a share of Series C Preferred Stock,
in an amount per share (rounded to the nearest cent) equal to, subject to the provision for adjustment hereinafter set
forth, 1,000 times the aggregate per share amount of all cash dividends, and
1,000 times the aggregate per share amount (payable in kind) of all non-cash
dividends or other distributions other than a dividend payable in Common
Shares or a subdivision of the outstanding Common Shares (by reclassification
or otherwise), declared on the Common Shares since the immediately preceding
Quarterly Dividend Payment Date, or, with respect to the first Quarterly
Dividend Payment Date, since the first issuance of any share or fraction of a
share of Series C Preferred Stock. In the event the Corporation shall at any
time: (i) declare any dividend on Common Shares payable in Common Shares,
(ii) subdivide the outstanding Common Shares, or (iii) combine the
outstanding Common Shares into a smaller number of shares, then in each such
case the amount to which holders of shares of Series C Preferred Stock were
entitled immediately prior to such event under the preceding sentence shall
be adjusted by multiplying such amount by a fraction, the numerator of which
is the number of Common Shares outstanding immediately after such event and
the denominator of which is the number of Common Shares that were outstanding
immediately prior to such event.




     (b) The Corporation shall declare a dividend or distribution on the
Series C Preferred Stock as provided in paragraph (a) above concurrently with
any declaration of a dividend or distribution on the Common Shares (other
than a dividend payable in Common Shares).




     (c) Dividends shall begin to accrue and be cumulative on outstanding shares of Series C Preferred Stock from the Quarterly Dividend Payment Date
next preceding the date of issue of such shares of Series C Preferred Stock,
unless the date of issue of such shares is prior to the record date for the
first Quarterly Dividend Payment Date, in which case dividends on such shares
shall begin to accrue from the date of issue of such shares, or unless the
date of issue is a Quarterly Dividend Payment Date or is a date after the
record date for the determination of holders of shares of Series C Preferred
Stock entitled to receive a quarterly dividend



 









 







and before such Quarterly
Dividend Payment Date, in either of which events such dividends shall begin
to accrue and be cumulative from such Quarterly Dividend Payment Date.
Accrued but unpaid dividends shall not bear interest. Dividends paid
on the shares of Series C Preferred Stock in an amount less than the total amount of
such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the
time outstanding. The Board of Directors may fix a record date for the
determination of holders of shares of Series C Preferred Stock entitled to
receive payment of a dividend or distribution declared thereon, which record
date shall be no more than 30 days prior to the date fixed for the payment
thereof.




     3. Voting Rights. The holders of shares of Series C Preferred Stock
shall have the following voting rights:




     (a) Subject to the provision for adjustment hereinafter set forth, each
share of Series C Preferred Stock shall entitle the holder thereof to 1,000
votes on all matters submitted to a vote of the stockholders of the
Corporation. In the event the Corporation shall at any time (i) declare any
dividend on Common Shares payable in Common Shares, (ii) subdivide the
outstanding Common Shares, or (iii) combine the outstanding Common Shares
into a smaller number of shares,
then in each case the number of votes per share to which holders of shares of Series C Preferred Stock were entitled immediately prior to such
event shall be adjusted by multiplying such number by a fraction the
numerator of which is the number of Common Shares outstanding immediately
after such event and the denominator of which is the number of Common Shares
that were outstanding immediately prior to such event.




     (b) Except as otherwise provided herein or by law, the holders of shares
of Series C Preferred Stock and the holders of Common Shares shall vote
together as one class on all matters submitted to a vote of stockholders of
the Corporation.




     (c) Except as set forth herein, holders of Series C Preferred Stock
shall have no special voting rights and their consent shall not be required
(except to the extent they are entitled to vote with holders of Common Shares
as set forth herein) for taking any corporate action.




     4. Certain Restrictions.




     (a) The Corporation shall not declare any dividend on, make any
distribution on, or redeem or purchase or otherwise acquire for consideration
any Common Shares after the first issuance of a share or fraction of a share
of Series C Preferred Stock unless concurrently therewith it shall declare a
dividend on the Series C Preferred Stock as required by Section 2
hereof.



 









 






     (b) Whenever quarterly dividends or other dividends or distributions
payable on the Series C Preferred Stock as provided in Section 2 have
been declared but not paid, thereafter and until all accrued and unpaid
dividends and distributions, whether or not declared, on shares of Series C
Preferred Stock outstanding shall have been paid in full, the Corporation
shall not




     (i) declare or pay dividends on, make any other distribution on,
or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series C Preferred
Stock;




     (ii) declare or pay dividends on or make any other distributions
on any shares of stock ranking on a parity (either as to dividends or
upon liquidation, dissolution or winding up) with the Series C
Preferred Stock, except dividends paid ratably on the Series C
Preferred Stock and all such parity stock on which dividends are
payable or in arrears in proportion to the total amounts to which the
holders of all such shares are then entitled;




     (iii) redeem or purchase or otherwise acquire for consideration
shares of any stock ranking on a parity (either as to dividends or
upon liquidation, dissolution or winding up) with the Series C
Preferred Stock, provided that the Corporation may at any time redeem,
purchase or otherwise acquire shares of any such parity stock in
exchange for shares of any stock of the Corporation ranking junior
(either as to dividends or upon dissolution, liquidation or winding
up) to the Series C Preferred Stock;




     (iv) purchase or otherwise acquire for consideration any shares
of Series C Preferred Stock, or any shares of stock ranking on a
parity with the Series C Preferred Stock, except in accordance with a
purchase offer made in writing or by publication (as determined by the
Board of Directors) to all holders of such shares upon such terms as
the Board of Directors, after consideration of the respective annual
dividend rates and other relative rights and preferences of the
respective series and classes, shall determine in good faith will
result in fair and equitable treatment among the respective series or
classes.




     (c) The Corporation shall not permit any subsidiary of the Corporation
to purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under paragraph (a) of this
Section 4, purchase or otherwise acquire such shares at such time and
in such manner.



 









 






     5. Reacquired Shares. Any shares of Series C Preferred Stock purchased
or otherwise acquired by the Corporation in any manner whatsoever shall be retired
and canceled promptly after the acquisition thereof. All such shares shall upon
their cancellation become authorized but unissued Preferred Shares and may be
reissued as part of a new series of Preferred Shares to be created by resolution or
resolutions of the Board of Directors, subject to the conditions and restrictions on
issuance set forth herein.




     6. Liquidation, Dissolution or Winding Up.




     (a) Upon any liquidation (voluntary or otherwise), dissolution or
winding up of the Corporation, no distribution shall be made to the holders
of shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series C Preferred Stock
unless, prior thereto, the holders of shares of Series C Preferred Stock
shall have received $1,000 per share, plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not declared, to the
date of such payment (the “Series C Liquidation Preference”). Following the
payment of the full amount of the Series C Liquidation Preference, no
additional distributions shall be made to the holders of shares of Series C
Preferred Stock unless, prior thereto, the holders of Common Shares shall
have received an amount per share (the “Common Adjustment”) equal to the
quotient obtained by dividing (i) the Series C Liquidation Preference by (ii)
1,000 (as appropriately adjusted as set forth in subparagraph (c) below to
reflect such events as stock splits, stock dividends and recapitalizations
with respect to the Common Shares) (such number in clause (ii), the
“Adjustment Number”). Following the payment of the full amount of the Series
C Liquidation Preference and the Common Adjustment in respect of all
outstanding shares of Series C Preferred Stock and Common Shares,
respectively, holders of Series C Preferred Stock and holders of Common
Shares shall receive their ratable and proportionate share of remaining
assets to be distributed in the ratio of the Adjustment Number to one (1)
with respect to such Preferred Shares and Common Shares, on a per share
basis, respectively.




     (b) In the event, however, that there are not sufficient assets
available to permit payment in full of the Series C Liquidation Preference
and the liquidation preferences of all other series of Preferred Shares, if
any, which rank on a parity with the Series C Preferred Stock, then such
remaining assets shall be
distributed ratably to the holders of such parity shares in proportion
to their respective liquidation preferences. In the event, however, that
there are not sufficient assets available to permit payment in full of the
Common Adjustment, then such remaining assets shall be distributed ratably to
the holders of Common Shares.



 









 






     (c) In the event the Corporation shall at any time (i) declare any
dividend on Common Shares payable in Common Shares, (ii) subdivide the
outstanding Common Shares, or (iii) combine the outstanding Common Shares
into a smaller number of shares, then in each such case the Adjustment Number
in effect immediately prior to such event shall be adjusted by multiplying
such Adjustment Number by a fraction the numerator of which is the number of
Common Shares outstanding immediately after such event and the denominator of
which is the number of Common Shares that were outstanding immediately prior
to such event.




     7. Consolidation, Merger, etc. In case the Corporation shall enter
into any consolidation, merger, combination or other transaction in which the Common
Shares are exchanged for or changed into other stock or securities, cash and/or any
other property, then in any such case the shares of Series C Preferred Stock shall
at the same time be similarly exchanged or changed in an amount per share (subject
to the provision for adjustment hereinafter set forth) equal to 1,000 times the
aggregate amount of stock, securities, cash and/or any other property (payable in
kind), as the case may be, into which or for which each Common Share is changed or
exchanged. In the event the Corporation shall at any time (i) declare any dividend
on Common Shares payable in Common Shares, (ii) subdivide the outstanding Common
Shares, or (iii) combine the outstanding Common Shares into a smaller number of shares, then in each such case the amount set forth in the preceding sentence with
respect to the exchange or change of shares of Series C Preferred Stock shall be
adjusted by multiplying such amount by a fraction the numerator of which is the
number of Common Shares outstanding immediately after such event and the denominator
of which is the number of Common Shares that were outstanding immediately prior to
such event.




     8. No Redemption. The shares of Series C Preferred Stock shall not be
redeemable.




     9. Ranking. The Series C Preferred Stock shall rank junior to all
other series of Preferred Shares, if any, as to the payment of dividends and the
distribution of assets, unless the terms of any such series shall provide otherwise.




     10. Amendment. The Certificate of Incorporation shall not be further
amended in any manner which would materially alter or change the powers, preferences
or special rights of the Series C Preferred Stock so as to affect them adversely
without the affirmative vote of the holders of a majority or more of the outstanding shares of Series C Preferred Stock, voting separately as a class.




     11. Fractional Shares. Series C Preferred Stock may be issued in
fractions of a share, which shall entitle the holder, in proportion to such holder’s
fractional shares, to exercise voting rights, receive dividends, participate in



 









 







distributions and to have the benefit of all other rights of holders of Series C
Preferred Stock.




     RESOLVED, FURTHER, that the President or any Vice President and the Secretary
or any Assistant Secretary of the Corporation be, and they hereby are, authorized
and directed to prepare and file a Certificate of Designation of Rights,
Preferences, Privileges and Restrictions in accordance with the foregoing resolution
and the provisions of Delaware law and to take such actions as they may deem
necessary or appropriate to carry out the intent of the foregoing resolution.”



     IN WITNESS WHEREOF, this Certificate of Designations is executed on October 5, 2010.



	 	 	 	 	 
	 	QUIDEL CORPORATION,
 a Delaware corporation

 	 
	 	By:  	/s/ ROBJERT J. BUJARSKI
 	 
	 	 	Robert J. Bujarski, 	 
	 	 	Senior Vice President, General Counsel and
 Corporate Secretary