otherwise, unless a comparable dividend shall be declared upon the Class B Common Stock and vice versa. If the dividend declared upon the
Common Stock is payable in shares of Common Stock, the comparable dividend declared upon the Class B Common Stock shall be payable in
shares of Class B Common Stock, and vice versa.
Liquidation Rights. In the event of the liquidation, dissolution, or winding
up of the Company, after payment or provision for payment of the debts and liabilities of the Company and the amounts to which holders of Preferred Stock, if any, may be entitled, holders of shares of Common Stock will be entitled to share ratably
as one class with the holders of shares of Class B Common Stock in the remaining assets of the Company.
Preemptive, Conversion,
or Redemption Rights. Holders of Common Stock have no preemptive rights and no right to convert their Common Stock into other securities. There are no redemption or sinking fund provisions applicable to our Common Stock.
Listing. Our Common Stock is listed on The NASDAQ Global Select Market under the symbol VICR.
Transfer Agent and Registrar. The Transfer Agent and Registrar for our Common Stock is Computershare Trust Company, N.A., located at
College Station, Texas.
A discussion of the rights of the Class B Common Stock and the Preferred Stock, which affect or may affect
the rights of the Common Stock, follows.
Class B Common Stock
Outstanding Shares; Increases in Authorized and Outstanding Shares. As of May 31, 2020, 11,758,218 shares of Class B Common
Stock were outstanding.
Under our Certificate of Incorporation, we may not increase the authorized number of shares of Class B
Common Stock without the affirmative vote of a majority of all votes entitled to be cast by the holders of the Common Stock and Class B Common Stock, voting as separate classes. We also may not issue any shares of Class B Common Stock,
other than in connection with stock dividends and similar transactions, unless that issuance is approved by the affirmative vote of at least two-thirds in interest of the holders of our Common Stock and
Class B Common Stock, voting as separate classes.
Voting Rights. Each holder of Class B Common Stock is entitled to 10
votes for each such share held on matters submitted to a vote of stockholders. Holders of shares of Common Stock and holders of shares of Class B Common Stock vote together as a single class on all matters lawfully submitted to a vote of
stockholders, except as otherwise required by law and except as otherwise provided in our Certificate of Incorporation.
Dividends.
See Common Stock Dividends above.
Liquidation Rights. In the event of the liquidation, dissolution, or winding
up of the Company, after payment or provision for payment of the debts and liabilities of the Company and the amounts to which holders of Preferred Stock, if any, may be entitled, holders of shares of Class B Common Stock will be entitled to
share ratably as one class with the holders of shares of Common Stock in the remaining assets of the Company.
Preemptive, Conversion,
or Redemption Rights. Holders of Class B Common Stock have no preemptive rights, and there are no redemption or sinking fund provisions applicable to Class B Common Stock.
Each share of Class B Common Stock may, at any time, at the option of its holder, be converted into one share of Common Stock. Each
outstanding share of Class B Common Stock will be converted into one share of
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