DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 1,000,000,000 shares of common stock, $0.01 par value per share, of which 301,771,111 shares were
issued and outstanding as of March 21, 2018, and 50,000,000 shares of preferred stock, $0.01 par value per share, of which no shares were issued and outstanding as of March 21, 2018.
The following summary of the capital stock and amended and restated certificate of incorporation and amended and restated bylaws of the Company does not
purport to be complete and is qualified in its entirety by reference to the provisions of applicable law and to our amended and restated certificate of incorporation and amended and restated bylaws, copies of which are included as exhibits to the
registration statement of which this prospectus forms a part. You should also be aware that the summary below does not give full effect to the provisions of statutory or common law that may affect your rights as a stockholder.
Common Stock
Voting rights.
Each share of
common stock is entitled to one vote for each share held of record on all matters submitted to a vote of stockholders and has the exclusive right to vote for the election of directors. Stockholders do not have the right to vote cumulatively in the
election of directors. Except as otherwise required by law, holders of common stock are not entitled to vote on any amendment to our amended and restated certificate of incorporation (including any certificate of designations relating to any series
of preferred stock) that relates solely to the terms of any 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 our amended and restated certificate of incorporation (including any certificate of designations relating to any series of preferred stock) or pursuant to the General Corporation Law of the State of Delaware (the DGCL).
Dividends, distributions and stock splits.
Subject to prior rights and preferences that may be applicable to any outstanding shares or series of
preferred stock, holders of common stock are entitled to receive ratably in proportion to the shares of common stock held by them such dividends (payable in cash, stock or otherwise), if any, as may be declared from time to time by our board of
directors out of funds legally available for dividend payments.
Liquidation.
In the event of any voluntary or involuntary liquidation, dissolution
or
winding-up
of our affairs, holders of common stock will be entitled to share ratably in our assets in proportion to the shares of common stock held by them that are remaining after payment or provision for
payment of all of our debts and obligations and after distribution in full of preferential amounts to be distributed to holders of outstanding shares of preferred stock, if any.
Fully paid.
All shares of common stock outstanding are fully paid and
non-assessable.
Other rights.
Holders of common stock have no preferences or rights of conversion, exchange, preemption or other subscription rights. There are no
redemption or sinking fund provisions applicable to the common stock.
Preferred Stock
Our amended and restated certificate of incorporation authorizes our board of directors, subject to any limitations prescribed by law, without further
stockholder approval, to establish and to issue from time to time one or more classes or series of preferred stock. Each class or series of preferred stock will have the powers, preferences, rights, qualifications, limitations and restrictions
determined by the board of directors, which may include, among others, dividend rights, liquidation preferences, voting rights, conversion rights, preemptive rights and redemption rights. Except as provided by law or in a preferred stock certificate
of designations, the holders of preferred stock will not be entitled to vote at or receive notice of any meeting of stockholders.
8