preferred stock, par value $0.01 per share, in one or more series, to designate the number of shares constituting any series, and to fix the rights, preferences, privileges and restrictions
thereof, including dividend rights, voting rights, rights and terms of redemption, redemption price or prices and liquidation preferences of such series. The issuance of shares of our preferred stock may have the effect of delaying, deferring or
preventing a change in control without further action by the stockholders, even where stockholders are offered a premium for their shares.
Together, these articles of incorporation, bylaws, and contractual provisions could make the removal of management more difficult and may
discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our common stock. Furthermore, the existence of the foregoing provisions could limit the price that investors might be willing to pay in the
future for shares of our common stock. They could also deter potential acquirers of us, thereby reducing the likelihood that you could receive a premium for your common stock in an acquisition.
We are a holding company and rely on dividends, distributions and other payments, advances and transfers of funds from our subsidiaries to meet our
obligations.
We are a holding company that does not conduct any business operations of our own. As a result, we are largely
dependent upon cash dividends and distributions and other transfers from our subsidiaries to meet our obligations. The agreements governing the indebtedness of our subsidiaries, and limitations on payment of dividends and distributions under
applicable law, impose restrictions on our subsidiaries ability to pay dividends or other distributions to us. The deterioration of the earnings from, or other available assets of, our subsidiaries for any reason could also limit or impair
their ability to pay dividends or other distributions to us.
You may be diluted by the future issuance of additional common stock or convertible
securities in connection with our incentive plans, acquisitions or otherwise, which could adversely affect our stock price.
As of
November 3, 2022, we had 412,240,829 shares of common stock authorized but unissued. Our amended and restated articles of incorporation authorize us to issue these shares of common stock and options, rights, warrants and appreciation rights
relating to common stock for the consideration and on the terms and conditions established by our board of directors in its sole discretion, whether in connection with acquisitions or otherwise. As of September 30, 2022, we have reserved 2,861,259
shares for issuance upon exercise of outstanding stock options and restricted shares and 5,192,348 for issuances under our 2018 equity incentive plan, as amended. Our 2021 three-year average burn rate for
depleting our shares reserved for equity compensation awards, calculated using the Institutional Shareholder Services methodology, was approximately 8.6%. Any common stock that we issue, including under our equity incentive plan or other equity
incentive plans that we may adopt in the future, as well as under outstanding options would dilute the percentage ownership held by the investors who purchase common stock in this offering.
From time to time in the future, we may also issue additional shares of our common stock or securities convertible into common stock pursuant
to a variety of transactions, including acquisitions. Our issuance of additional shares of our common stock or securities convertible into our common stock would dilute your ownership of us and the sale of a significant amount of such shares in the
public market could adversely affect prevailing market prices of our common stock.
We do not anticipate paying dividends on our common stock in the
foreseeable future.
We do not intend to pay cash dividends on our common stock in the foreseeable future. However, we may, in the
future, decide to pay dividends on our common stock. Any declaration and payment of cash dividends in the future, if any, will be at the discretion of our board of directors and will depend upon such factors as earnings levels, cash flows, capital
requirements, levels of indebtedness, deployment of cash in our share buyback program, restrictions imposed by applicable law, our overall financial condition, restrictions in our debt agreements and any other factors deemed relevant by our board of
directors. Our senior secured credit facilities contain, and any future indebtedness likely will contain, restrictive covenants that impose significant operating
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