•
voting rights, if any, of the preferred stock;
•
the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation applicable to the preferred stock;
•
whether dividends are cumulative or non-cumulative, and if cumulative, the date from which dividends on the preferred stock will accumulate;
•
the relative ranking and preferences of the preferred stock as to dividend rights and rights upon the liquidation, dissolution or winding up of our affairs;
•
the terms and conditions, if applicable, upon which the preferred stock will be convertible into common stock, another series of preferred stock, or any other class of securities being registered hereby, including the conversion price (or manner of calculation) and conversion period;
•
the provision for redemption, if applicable, of the preferred stock;
•
the provisions for a sinking fund, if any, for the preferred stock;
•
liquidation preferences;
•
any limitations on the issuance of any class or series of preferred stock ranking senior to or on a parity with the class or series of preferred stock as to dividend rights and rights upon liquidation, dissolution or winding up of our affairs; and
•
any other specific terms, preferences, rights, limitations or restrictions of the preferred stock.
There will be no limitation or restriction on any variation between any of the different series of preferred stock as to the designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof; and the several series of preferred stock may, except as otherwise expressly provided in any prospectus supplement, document incorporated by reference or any free writing prospectus, as applicable, vary in any and all respects as fixed and determined by the resolution or resolutions of our board of directors or any committee thereof, providing for the issuance of the various series; provided, however, that all shares of any one series of preferred stock will have the same designation, preferences and relative, participating, optional or other special rights and qualifications, limitations and restrictions.
Except as otherwise required by law, or as otherwise fixed by resolution or resolutions of our board of directors with respect to one or more series of preferred stock, the entire voting power and all voting rights will be vested exclusively in the common stock.
Series A Convertible Preferred Stock
Each share of Series A convertible preferred stock accrues dividends at 6.50% per year on a cumulative basis, payable in cash or in-kind, and will also participate, on a pro-rata basis, in any dividends that may be declared with respect to the Company’s common stock.
The shares of Series A convertible preferred stock are convertible into the Company’s common stock at the Conversion Price (as defined below): (i) beginning two years after their issuance date, at the election of the Company (in which case the holder must convert all of the shares of Series A convertible preferred stock), if the volume-weighted average price of the Company’s common stock for any 20 trading days out of 30 consecutive trading days exceeds 170% of the Conversion Price, and (ii) at any time after their issuance, at the election of the holder of the Series A convertible preferred stock.
The “Conversion Price” is equal to $41.46615, subject to certain adjustments.
In case of a liquidation event, the holder of the shares of Series A convertible preferred stock will be entitled to receive, in preference to holders of the Company’s common stock, the greater of (i) the purchase price of the shares of Series A convertible preferred stock plus any accrued and unpaid dividends thereon and (ii) the amount the holder of the shares of Series A convertible preferred stock would have received in the liquidation event if it had converted its shares of Series A convertible preferred stock into shares of the Company’s common stock.