【正文】 her on the basis of number of authorized shares (currently $60 per 10,000 authorized shares) or on the basis of an alternative method which takes into account the corporation’s gross assets and the ratio of its authorized to its issued shares。 provided that, if the Corporation declares, pays or sets aside, on the same date, a dividend on shares of more than one class or series of capital stock of the Corporation, the dividend payable to the holders of Series A Preferred Stock pursuant to this Section 1 shall be calculated based upon the dividend on the class or series of capital stock that would result in the highest Series A Preferred Stock dividend. The “Series A Original Issue Price” shall mean $[insert initial Series A purchase price] per share, subject to appropriate adjustment in the event of any stock dividend, stock split, bination or other similar recapitalization with respect to the Series 。 provided, however, that, except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to the Certificate of Incorporation that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the Certificate of Incorporation or pursuant to the General Corporation Law]. This proviso is intended to ensure that where an amendment to the Certificate of Incorporation (or a Certificate of Designations created pursuant to any “blank check” authority) affects only a series of Preferred Stock, such amendment may be approved by only the holders of the affected series of Preferred Stock, without the necessity of approval by the holders of Common Stock. Section 212 of the General Corporation Law states that, unless otherwise provided in the Certificate of Incorporation, each share of capital stock is entitled to one vote on all matters presented to stockholders for a vote. Any amendment to the Certificate of Incorporation must be effected in accordance with the procedure in Section 242 of the General Corporation Law, which typically includes the vote of the holders of the Common Stock. Accordingly, it may be desirable to provide in the Certificate of Incorporation that only the holders of the affected series of Preferred Stock need vote on an amendment to the terms of such series. This is not a mon provision, however, and adding it to the Certificate of Incorporation may require a class vote of the Common Stock. [There shall be no cumulative voting.] See the introductory notes to this form regarding Section 2115 of the California Corporations Code. Alternative provision: No person entitled to vote at an election for directors may cumulate votes to which such person is entitled, unless, at the time of such election, the Corporation is subject to Section 2115 of the California Corporations Code. During such time or times that the Corporation is subject to Section 2115(b) of the California Corporations Code, every stockholder entitled to vote at an election for directors may cumulate such stockholder’s votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which such stockholder’s shares are otherwise entitled, or distribute the stockholder’s votes on the same principle among as many candidates as such stockholder desires. No stockholder, however, shall be entitled to so cumulate such stockholder’s votes unless (i) the names of such candidate or candidates have been placed in nomination prior to the voting, and (ii) the stockholder has given notice at the meeting, prior to the voting, of such stockholder’s intention to cumulate such stockholder’s votes. If any stockholder has given proper notice to cumulate votes, all stockholders may cumulate their votes for any candidates who have been properly placed in nomination. Under cumulative voting, the candidates receiving the highest number of votes, up to the number of directors to be elected, are elected. [The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by (in addition to any vote of the holders of one or more series of Preferred Stock that may be required by the terms of the Certificate of Incorporation) the affirmative vote of the holders of shares of capital stock of the Corporation representing a majority of the votes represented by all outstanding shares of capital stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law.] Note that including the final bracketed sentence requires the approval of the holders of Common Stock unless such provision was contained in the original Certificate of Incorporation. Without such a provision, the holders of the Common Stock effectively retain a class protective vote on subsequent equity financings if the number of authorized shares of Common Stock would need to be increased to acmodate the conversion rights of securities issued in such financings.B. PREFERRED STOCK[________] shares of the authorized and unissued Preferred Stock of the Corporation are hereby designated “Series A Preferred Stock” with the following rights, preferences, powers, privileges and restrictions, qualifications and limitations. Unless otherwise indicated, references to “sections” or “subsections” in this Part B of this Article Fourth refer to sections and subsections of Part B of this Article Fourth.1. Dividends. Note that this Certificate of Incorporation provides for two bracketed alternative dividend provisions. There are a variety of other alternatives that may be encountered in the market place (including for example, specified noncumulative dividends), but the drafter should be able to easily adapt one of the two provisions included herein to p