ARTICLE IV
CAPITAL STOCK
A. The
Corporation shall be authorized to issue 2,600,000,000 shares of capital stock, of which (i) 2,500,000,000 shares shall be shares of Class A Common Stock, par value $0.01 per share (the Common Stock), and
(ii) 100,000,000 shares shall be shares of Preferred Stock, par value $0.01 per share (the Preferred Stock).
B. Shares of Preferred Stock may be issued from time to time in one or more series. The board of directors (the Board of
Directors) of the Corporation is hereby authorized, by resolution or resolutions, to provide for series of Preferred Stock to be issued and, by filing a certificate pursuant to the DGCL (a Certificate of Designations),
to fix the number of shares constituting such series, and to increase or decrease the number of shares of any such series (but not below the number of shares thereof then outstanding), and with respect to each such series, to fix the voting powers,
if any, designations, preferences and the relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of any such series. The authority of the Board of Directors with respect to
each series of Preferred Stock shall include, but not be limited to, determination of the following:
(i) the designation of the series,
which may be by distinguishing number, letter or title;
(ii) the number of shares of the series, which number the Board of Directors may
thereafter increase or decrease (but not below the number of shares thereof then outstanding);
(iii) whether dividends, if any, shall be
cumulative or noncumulative and the dividend rate of the series;
(iv) dates at which dividends, if any, shall be payable;
(v) the redemption rights and price or prices, if any, for shares of the series;
(vi) the terms and amount of any sinking fund provided for the purchase or redemption of shares of the series;
(vii) the amounts payable on, and the preferences, if any, of, shares of the series in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation;
(viii) whether the shares of the series shall be convertible into shares of
any other class or series, or any other security, of the Corporation or any other entity, and, if so, the specification of such other class or series of such other security, the conversion price or prices or rate or rates, any adjustments thereof,
the date or dates at which such shares shall be convertible and all other terms and conditions upon which such conversion may be made;
(ix) restrictions on the issuance of shares of the same series or of any other class or series;
(x) the voting rights, if any, of the holders of shares of the series; and
(xi) such other powers, privileges, preferences and rights, and qualifications, limitations and restrictions thereof, as the Board of Directors
shall determine.
C. The voting powers, preferences and relative participating, optional or other special rights, and the qualifications,
limitations and restrictions, of the Common Stock are as follows:
(i) Subject to the other provisions of this Certificate of Incorporation
and the provisions of any Certificate of Designations, the holders of Common Stock shall be entitled to receive such dividends and other distributions, in cash, stock of any entity or property of the Corporation, when and as may be declared thereon
by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor, and shall share equally on a per share basis in all such dividends and other distributions.
(ii) (a) Except as may be otherwise required by law or by this Certificate of Incorporation and subject to any voting rights that may be
granted to holders of Preferred Stock pursuant to the provisions of a Certificate
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