are declared that are payable in shares of common stock or shares of Class B
non-voting
common stock, such dividends will be declared payable at the
same rate in both classes of stock and the dividends payable in shares of common stock will be payable to the holders of shares of common stock, and the dividends payable in shares of Class B
non-voting
common stock will be payable to the holders of shares of Class B
non-voting
common stock.
Voting Rights
Holders of common
stock will have the exclusive power to vote on all matters presented to our stockholders, including the election of directors, except as otherwise required by Delaware law or as provided with respect to any other class or series of stock. Holders of
common stock are entitled to one vote per share. There is no cumulative voting in the election of our directors, which means that, subject to any rights to elect directors that are granted to the holders of any class or series of preferred stock, a
majority of the votes cast at a meeting of stockholders at which a quorum is present is required to elect a director in an uncontested election.
Liquidation/Dissolution Rights
Subject to the preferential rights of any other class or series of stock, holders of shares of our common stock and Class B
non-voting
common stock shall be entitled to share ratably in the remaining assets available for distribution in the event we are liquidated, dissolved or our affairs are wound up after we pay or make adequate
provision for all of our known debts and liabilities (with each share of Class B
non-voting
common stock being equal to the number of shares of common stock into which it would then be convertible).
Other Rights
Subject to the
preferential rights of any other class or series of stock, all shares of common stock have equal dividend, distribution, liquidation and other rights, and have no preference, appraisal or exchange rights, except for any appraisal rights provided by
Delaware law. Furthermore, holders of shares of our common stock have no conversion, sinking fund or redemption rights, or preemptive rights to subscribe for any of our securities, other than the conversion rights afforded to the holders of our
Class B
non-voting
common stock that are described below.
Under Delaware law, a corporation
generally cannot dissolve, amend its charter, merge, sell all or substantially all of its assets, engage in a share exchange or engage in similar transactions outside the ordinary course of business unless approved by the affirmative vote of
stockholders holding a majority of the shares entitled to vote on the matter, unless a different percentage is set forth in the corporations charter, which percentage will not in any event be less than a majority of all of the shares entitled
to vote on such matter. Our charter provides that whenever any vote of the holders of voting stock is required to amend or repeal any provision of the charter, then in addition to any other vote of the holders of voting stock that is required by the
charter or
by-laws,
the affirmative vote of the holders of a majority of our outstanding shares of stock entitled to vote on such amendment or repeal, voting together as a single class, is required. However,
with respect to the amendment or repeal of any of the provisions of our charter relating to stockholder action without an annual or special meeting, the election, term or removal of directors, vacancies on the board of directors, or the limitation
of liability of directors, the affirmative vote of the holders of at least eighty percent (80%) of our outstanding shares of stock entitled to vote on such amendment or repeal, voting together as a single class, will be required.
Rights of Class B Non-Voting Common Stock
The holders of our Class B
non-voting
common stock generally have the same rights and privileges
as holders of our common stock, except that holders of Class B
non-voting
common stock do not have any voting rights other than those which may be provided under our charter or applicable law. Each share
of Class B
non-voting
common stock is convertible, at the option of the holder, into one share of common stock; provided, that such conversion is not inconsistent with any regulation, rule or other
requirement of any governmental authority applicable to the holder.
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