6(c)(i)
Junior Securities
SECTION 1(b)(i)
Liquidation Preference
SECTION 3(a)
Maximum Voting Percentage
SECTION 4(a)
Maximum Voting Power
SECTION 4(a)
Non-Constituent Issuer Fundamental Change
SECTION 4(b)(ii)
Outstanding Partial Cash Notice
SECTION 5(e)(viii)(C)
Parity Securities
SECTION 1(b)(ii)
Partial Cash Notice
SECTION 5(e)(viii)(A)
Participating Dividends
SECTION 2(b)
Participating Liquidation Preference
SECTION 3(a)
Preferred Conversion Shares
SECTION 8(a)
Preferred Directors
SECTION 4(d)
Preferred Stock
Recital
Purchased Shares
SECTION 5(f)(iii)
Redemption
SECTION 6(c)(v)
Redemption Acceptance Notice
SECTION 6(a)(iii)
Redemption Fair Market Value
SECTION 6(a)(v)
Redemption Price
SECTION 6(a)(i)
Redemption Right
SECTION 6(a)(i)
Redemption Securities
SECTION 6(a)(iii)
Reference Property
SECTION 5(f)(iv)
Regular Dividends
SECTION 2(a)
Regular Liquidation Preference
SECTION 3(a)
Repurchase Price
SECTION 7(a)(i)
Rights Trigger
SECTION 5(f)(xii)
Senior Redeemable Preferred
SECTION 5(e)(iii)
Senior Securities
SECTION 1(b)(iii)
37
Term
Section
Series A Preferred Stock
SECTION 1(a)
Transition Time
SECTION 4(d)(vii)
Unaffected Shares
SECTION 5(e)(viii)(B)
SECTION 10.
MISCELLANEOUS.
FOR PURPOSES OF THESE RESOLUTIONS, THE
FOLLOWING PROVISIONS SHALL APPLY:
(A)
STATUS OF CANCELLED SHARES.
SHARES OF SERIES A PREFERRED STOCK
WHICH HAVE BEEN CONVERTED, REDEEMED, REPURCHASED OR OTHERWISE ACQUIRED BY THE
COMPANY OR CANCELLED SHALL BE RETIRED, NOT BE REISSUED AS SUCH AND, FOLLOWING
THE FILING OF ANY CERTIFICATE REQUIRED BY THE DGCL, HAVE THE STATUS OF
AUTHORIZED AND UNISSUED SHARES OF PREFERRED STOCK, WITHOUT DESIGNATION AS TO
SERIES UNTIL SUCH SHARES ARE ONCE MORE, SUBJECT TO SECTION 4, DESIGNATED AS PART
OF A PARTICULAR SERIES BY THE BOARD.
(B)
SEVERABILITY.
IF ANY RIGHT, PREFERENCE OR LIMITATION OF THE
PREFERRED STOCK SET FORTH IN THIS RESOLUTION (AS SUCH RESOLUTION MAY BE AMENDED
FROM TIME TO TIME) IS INVALID, UNLAWFUL OR INCAPABLE OF BEING ENFORCED BY REASON
OF ANY RULE OF LAW OR PUBLIC POLICY, ALL OTHER RIGHTS, PREFERENCES AND
LIMITATIONS SET FORTH IN THIS RESOLUTION (AS SO AMENDED) WHICH CAN BE GIVEN
EFFECT WITHOUT THE INVALID, UNLAWFUL OR UNENFORCEABLE RIGHT, PREFERENCE OR
LIMITATION SHALL, NEVERTHELESS, REMAIN IN FULL FORCE AND EFFECT, AND NO RIGHT,
PREFERENCE OR LIMITATION HEREIN SET FORTH SHALL BE DEEMED DEPENDENT UPON ANY
OTHER SUCH RIGHT, PREFERENCE OR LIMITATION UNLESS SO EXPRESSED HEREIN.
(C)
HEADINGS.
THE HEADINGS OF THE VARIOUS SUBDIVISIONS HEREOF ARE FOR
CONVENIENCE OF REFERENCE ONLY AND SHALL NOT AFFECT THE INTERPRETATION OF ANY OF
THE PROVISIONS HEREOF.
(D)
AMENDMENT.
ANY PROVISION IN THIS CERTIFICATE OF DESIGNATION
(INCLUDING, BUT NOT LIMITED TO, ANY NOTICE REQUIREMENTS) MAY BE WAIVED, IN WHOLE
OR IN PART, AMENDED OR OTHERWISE MODIFIED BY THE PRIOR VOTE OR WRITTEN CONSENT
OF HOLDERS REPRESENTING AT LEAST A MAJORITY OF THE THEN-OUTSTANDING SHARES OF
SERIES A PREFERRED STOCK, VOTING TOGETHER AS A SEPARATE CLASS.
[Rest of page intentionally left blank.]
38
IN WITNESS WHEREOF, the Company has caused this Certificate of Designation to be
executed by a duly authorized officer of the Company as of [
],
2009.
POWER-ONE, INC.
By:
Name:
Title:
39
Exhibit C
FORM OF WARRANTS
POWER-ONE, INC.
WARRANT FOR THE PURCHASE OF SHARES OF
COMMON STOCK OF POWER-ONE, INC.
No. [
]
Warrant to Purchase
[
] Shares
THIS SECURITY HAS NOT BEEN