EXHIBIT 4.2
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CERTIFICATE OF CORRECTION FILED TO CORRECT
A CERTAIN ERROR IN THE CERTIFICATE OF
OF DESIGNATIONS OF SERIES D PREFERRED STOCK OF
CADIZ INC.
FILED IN THE OFFICE OF THE SECRETARY OF STATE
OF DELAWARE ON DECEMBER 28, 2000
CADIZ INC., a corporation organized and existing under the General
Corporation Law of the State of Delaware, does hereby certify:
1. The name of the corporation is Cadiz Inc.
2. That a Certificate of Designations of Series D Preferred Stock of
Cadiz Inc. was filed by the Secretary of State of Delaware on December 28,
2000 and that said Certificate of Designations requires correction as
permitted by Section 103 of the General Corporation Law of the State of
Delaware.
3. The defect of said Certificate of Designations to be corrected is
as follows:
The description in said Certificate of Designations of the duly
adopted resolutions of the Board of Directors providing for authorization
and issuance of 5,000 shares of the Corporation's Preferred Stock, par
value $.01 per share, designated Series D Preferred Stock is corrected to
read as follows:
(a) Article 3 of said resolutions is corrected to read in its
entirety as follows:
"3. LIQUIDATION PREFERENCE. In the event of any voluntary or
involuntary liquidation, dissolution, or winding up of the affairs of
the Corporation, then, before any distribution or payment shall be
made to the holders of any Junior Securities, and subject to the
rights of creditors, the holders of Series D Preferred Stock shall be
entitled to be paid out of the assets of the Corporation in an amount
in cash equal to $1,000.00 for each share outstanding plus any accrued
but unpaid dividends thereon (which amount is hereinafter referred to
as the "Liquidation Preference"). If the assets of the Corporation
are not sufficient to pay in full the Liquidation Preference as well
as any liquidation preference to holders of Parity Securities, then
the holders of the Series D Preferred Stock and Parity Securities
shall share ratably in such distribution of assets in accordance with
the amount which would have been payable on such distribution if the
amounts to which such holders were entitled were paid in full. Except
as provided in this paragraph 3, holders of Series D Preferred Stock
shall not be entitled to any distribution in the event of liquidation,
dissolution, or winding up of the affairs of the Corporation. For
purposes of this Section 3 only, a "liquidation" shall include: (i) a
merger or consolidation involving the Corporation as a result of which
the holders of the Corporation's equity securities do not continue to
hold, associated with or in exchange for their equity securities in
the Corporation, a majority of the outstanding voting securities of
the surviving entity in such merger or consolidation; (ii) a
transaction or series of related transactions as a result of which the
holders of a majority of the Corporation's outstanding equity
securities prior to such transactions do not continue to hold a
majority of the Corporation's outstanding equity securities; (iii) a
sale of all or substantially all of the assets of the Corporation;
(iv) a merger or consolidation involving Sun World International Inc.,
a Delaware corporation and a wholly-owned subsidiary of the
Corporation ("Sun World"), as a result of which the Corporation does
not continue to hold, associated with or in exchange for its equity
securities in Sun World, a majority of the outstanding voting
securities of the surviving entity in such merger or consolidation;
(v) a transaction or series of related transactions as a result of
which the Corporation does not continue to hold a majority of Sun
World's equity securities; and (vi) a sale of all or substantially all
of the assets of Sun World."
(b) The introductory paragraph of Article 5 of said resolutions
(and only the introductory paragraph) is corrected to read in its entirety
as follows, with the remainder of Article 5 remaining unchanged:
"5. CONVERSION. Each share of Series D Preferred Stock shall be
convertible into shares of Common Stock at the rate of One (1) share
of Common Stock for every $8.00 in Liquidation Preference of the
shares of Series D Preferred Stock so converted (such number of shares
of Common Stock to be received upon conversion of each share of Series
D Preferred Stock being hereinafter referred to as the "Conversion
Rate"; and the result obtained by dividing the Liquidation Preference
by the Conversion Rate, as it may be adjusted from time to time
hereunder, being hereinafter referred to as the "Conversion Price"),
both (i) at the option of the holder thereof at any time following
issuance; and (ii) at the option of the Corporation provided that: (A)
the Corporation converts all shares of Series D Preferred Stock then
outstanding and that (B) the closing price for the Corporation's
Common Stock for any thirty consecutive trading day period ending not
more than five (5) trading days prior to submission of notice of
conversion has exceeded $12.00 (the "Mandatory Conversion Minimum").
The following provisions shall apply after the Series D Preferred
Stock becomes convertible:"
IN WITNESS WHEREOF, CADIZ INC., has caused this Certificate to be
signed by Keith Brackpool, its Chief Executive Officer, and attested by
Stanley E. Speer, its Secretary, this 28th day of December, 2000.
CADIZ INC.
By: /S/ KEITH BRACKPOOL
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Keith Brackpool,
Chief Executive Officer
ATTEST:
By: /S/ STANLEY E. SPEER
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Stanley E. Speer,
Secretary
