Description of Capital Stock
The description below of our capital stock and provisions of our amended and restated articles of incorporation, or articles of
incorporation, and our amended and restated bylaws, or bylaws, are summaries and are qualified by reference to the articles of incorporation and bylaws. These documents are filed as exhibits to the registration statement of which this prospectus is
a part.
Our articles of incorporation authorize the issuance of up to 50,000,000 shares of common stock, par value $0.01 per
share, and 5,000,000 shares of preferred stock, par value $0.01 per share. The rights, preferences, privileges and restrictions of the preferred stock may be established from time to time by our board of directors. As of the close of business on
November 18, 2019 there were 25,147,382 shares of common stock issued and outstanding and no shares of preferred stock issued and outstanding.
Common Stock
Each holder of common stock
is entitled to one vote for each share held on all matters to be voted upon by the shareholders and there are no cumulative voting rights. Accordingly, the holders of a majority of the shares of common stock entitled to vote in any election of
directors can elect all of the directors standing for election, if they so choose. Holders of common stock have no preemptive or subscription rights to subscribe for additional shares of our capital stock.
Holders of common stock are entitled to receive ratably the dividends, if any, that are declared from time to time by the board of directors
out of funds legally available for that purpose. In the event of a liquidation, dissolution or winding up of our company, the holders of common stock are entitled to share in our assets remaining after the payment of liabilities and the satisfaction
of any liquidation preference granted to the holders of any outstanding shares of preferred stock.
All outstanding shares of common stock
are, and the shares of common stock offered by us in this offering, when issued and paid for, will be fully paid and nonassessable. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected
by, the rights of holders of shares of any series of preferred stock that we may designate in the future.
Preferred Stock
Our board of directors is authorized, subject to any limitations prescribed by law, without shareholder approval, to issue up to an aggregate
of 5,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions granted to or imposed upon the preferred stock, including voting rights, dividend rights, conversion rights, redemption
privileges and liquidation preferences. The rights of the holders of common stock will be subject to, and may be adversely affected by, the rights of holders of any preferred stock that may be issued in the future. Issuance of preferred stock, while
providing flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of delaying, deferring or preventing a change in control of our company. No shares of preferred stock are outstanding, and we have no
present plans to issue any shares of preferred stock.
Warrants
As of November 18, 2019, we had outstanding warrants to purchase an aggregate of 442,533 shares of our common stock with an exercise price
of $6.78 per share and an expiration date of January 16, 2020. The exercise price and/or the number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances, including subdivisions and stock
splits, stock dividends, combinations, reorganizations, reclassifications, consolidations, mergers and sales of assets.
Effect of Certain Provisions
of our Amended and Restated Articles of Incorporation and Bylaws and the Washington Anti-Takeover Statute
Provisions of our articles
of incorporation and bylaws may have the effect of deterring or delaying attempts by our shareholders to remove or replace management, to commence proxy contests, or to effect changes in control. These provisions include:
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absence of cumulative voting in the election of directors;
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procedures for advance notification of shareholder nominations and proposals;
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the ability of our board of directors to amend our bylaws without shareholder approval; and
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the ability of our board of directors to issue up to 5,000,000 shares of preferred stock without shareholder
approval upon the terms and conditions and with the rights, preferences, privileges and restrictions that the board of directors may determine.
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In addition, as a Washington corporation, we are subject to Washington law, which imposes restrictions on some transactions between a
corporation and certain significant shareholders. These provisions, alone or together, could have the effect of deterring or delaying changes in our incumbent management, proxy contests or changes in control.
Listing
Our common stock trades on the
New York Stock Exchange under the symbol RLH.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is American Stock Transfer and Trust Company.
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