DESCRIPTION OF CAPITAL STOCK
The following description of our capital stock is intended as a summary only and therefore is not a complete description of our capital stock.
This description is based upon, and is qualified by reference to, our restated certificate of incorporation, as amended, or certificate of incorporation, our second amended and restated
by-laws,
or
by-laws,
and applicable provisions of Delaware corporate law. You should read our certificate of incorporation and
by-laws,
which are filed as exhibits to the registration
statement of which this prospectus forms a part, for the provisions that are important to you.
Our authorized capital stock consists of
250,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, par value $0.001 per share. At our 2017 annual meeting of stockholders, held on June 21, 2017, we received stockholder approval for a
proposed amendment to our certificate of incorporation to effect a reverse stock split of our common stock by a ratio of not less than
1-for-3
and not more than
1-for-15,
such ratio and the implementation and timing of such reverse stock split to be determined in the discretion of our board of directors provided that the board of
directors must determine to effect the reverse stock split and such amendment must be filed with the Secretary of State of the State of Delaware no later than December 19, 2017. As of November 30, 2017, no such reverse stock split has been
effected.
Common Stock
Annual Meeting.
Annual meetings of our stockholders are held on the date designated in accordance with our
by-laws.
Written notice must be mailed to each stockholder entitled to vote not less than ten nor more than 60 days before the date of the meeting. The presence in person or by proxy of the holders of record of a
majority in voting power of our issued and outstanding shares entitled to vote at such meeting constitutes a quorum for the transaction of business at meetings of the stockholders. Special meetings of the stockholders, unless otherwise prescribed by
statute or by our certificate of incorporation, may be called for any purpose or purposes, by the chairman of our board of directors, our board of directors, or our chief executive officer. Except as may be otherwise provided by applicable law, our
certificate of incorporation or our
by-laws,
all elections, other than elections of directors, and all other questions shall be decided by the affirmative vote of the holders of a majority in voting power of
the shares of our stock which are present in person or by proxy and voting affirmatively or negatively on such matter. Except as may be provided by applicable law, our certificate of incorporation or our
by-laws,
each director shall be elected by the vote of the plurality of the votes cast by the stockholders entitled to vote with respect to that directors election at any meeting for the election of
directors at which a quorum is present.
Voting Rights
. Each holder of common stock is entitled to one vote for each share held of
record on all matters to be voted upon by stockholders.
Dividends
. Subject to the rights, powers and preferences of any
outstanding preferred stock, and except as provided by law or in our certificate of incorporation, dividends may be declared and paid or set aside for payment on the common stock out of legally available assets or funds when and as declared by the
board of directors.
Liquidation, Dissolution and Winding Up
. Subject to the rights, powers and preferences of any outstanding
preferred stock, in the event of our liquidation, dissolution or winding up, our net assets will be distributed pro rata to the holders of our common stock.
Other Rights
. Holders of the common stock have no right to:
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convert the stock into any other security;
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have the stock redeemed;
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