DESCRIPTION OF COMMON STOCK
The following is a description of the material terms of our third amended and restated certificate of incorporation (as amended, the
Certificate of Incorporation) and third amended and restated bylaws (the Bylaws) as they are in effect as of May 2, 2018. This description may not contain all of the information that is important to you. To understand
them fully, you should read our Certificate of Incorporation and Bylaws, copies of which are filed as exhibits to the registration statement of which this prospectus forms part, as well as the relevant portions of the Delaware General Corporation
Law, as amended (DGCL).
Common Stock
General.
Our Certificate of Incorporation authorizes the issuance of up to 1 billion shares of common stock, par value $0.01. On
April 30, 2018, there were 275,561,516 shares of common stock outstanding. None of our outstanding common stock has been designated as
non-voting.
Voting Rights.
Holders of common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders
and do not have cumulative voting rights. Accordingly, holders of a majority of the shares of common stock entitled to vote in any election of directors may elect all of the directors standing for election. Except for the election of directors, if a
quorum is present, an action on a matter is approved if the votes cast favoring the action or matter exceed the votes cast against the action or matter, unless the vote of a greater number is required by applicable law, the DGCL, our Certificate of
Incorporation or our Bylaws. The election of directors in an uncontested election will be determined by a majority of the votes cast with respect to that directors election, requiring the number of votes cast for a directors
election to exceed the number of votes cast against that director. The rights, preferences and privileges of holders of common stock are subject to, and may be impacted by, the rights of the holders of shares of any series of preferred
stock that we may designate and issue in the future.
Dividends.
Holders of our common stock are entitled to receive ratably those
dividends, if any, as may be declared by the board of directors out of legally available funds.
Liquidation, Dissolution, and Winding
Up.
Upon our liquidation, dissolution or winding up, the holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other
liabilities.
Preemptive Rights.
Holders of our common stock have no preemptive or conversion rights or other subscription rights,
and there are no redemption or sinking funds provisions applicable to our common stock.
Assessment.
All outstanding shares of our
common stock are fully paid and nonassessable.
Preferred Stock
Our Certificate of Incorporation authorizes the issuance of up to 225 million shares of preferred stock. Under our Certificate of
Incorporation, our board of directors may issue additional shares of preferred stock, without stockholder approval, in such series and with such designations, preferences, conversion or other rights, powers, including voting powers, and
qualifications, limitations or restrictions thereof, as the board of directors deems appropriate. The board of directors could, without stockholder approval, issue shares of preferred stock with voting, conversion and other rights that could
adversely affect the voting power and impact other rights of the holders of the common stock. Our board of directors may issue shares of preferred stock as an anti-takeover measure without any further action by the holders of common stock. This may
have the effect of delaying, deferring or preventing a change of control of our company by increasing the number of shares necessary to gain control of the company. There are no shares of preferred stock outstanding as of May 2, 2018.
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