Dividends. Dividends may be paid on the common stock and on any class or series of
stock entitled to participate with the common stock as to dividends, but only when and as declared by our board of directors and only subject to the rights of any then-outstanding series of our preferred stock.
Voting Rights. Each holder of our common stock is entitled to one vote per share on all matters submitted to a vote of stockholders and
does not have cumulative voting rights for the election of directors. Generally, a matter submitted for stockholder action shall be approved if the votes cast for the matter exceed the votes cast against such matter, unless a
greater or different vote is required by statute, any applicable law or regulation, the rights of any authorized class of stock, or our charter or bylaws. Other than in a contested election where directors are elected by a plurality vote, a director
nominee shall be elected to the board if the votes cast for such nominees election exceed the votes cast against such nominees election. Subject to any rights of the holders of any series of preferred stock
pursuant to applicable law or the provision of the certificate of designations creating that series, all voting rights are vested in the holders of shares of our common stock.
Liquidation. If we liquidate, holders of common stock are entitled to receive all remaining assets available for distribution to
stockholders after satisfaction of our liabilities and the preferential rights of any preferred stock that may be outstanding at that time.
Other Rights. Our outstanding common shares are fully paid and nonassessable. The holders of our common stock do not have any
preemptive, conversion or redemption rights. There are no sinking fund provisions applicable to shares of our common stock.
Registrar
and Transfer Agent. The registrar and transfer agent for our common stock is Computershare Investor Services.
Some Important
Charter and Statutory Provisions:
Blank Check Preferred Stock. Our board of directors is
authorized, without further action by our stockholders, to issue up to 10,000,000 shares of blank check preferred stock, par value $1.00 per share, in one or more series, and to fix the designations, powers, preferences and the relative,
participating, optional or other special rights and any qualifications, limitations and restrictions of the shares of each series of preferred stock. The issuance of preferred stock could impede the completion of a merger, tender offer or other
takeover attempt.
Advance Notice Provisions. A stockholder must notify us in writing, within timeframes specified
in the bylaws, of any stockholder nomination of a director and of any other business that the stockholder intends to bring at a meeting of stockholders.
Amendments to Bylaws. Our bylaws may be amended by our board of directors or by the affirmative vote of the holders of
not less than a majority of the voting power of all outstanding shares of capital stock entitled to vote thereon, voting as a single class, and by the holders of any one or more classes or series of preferred stock entitled to vote thereon as a
separate class.
Delaware Business Combination Statute. We are subject to the provisions of Section 203 of the
Delaware General Corporation Law. In general, the statute prohibits a Delaware corporation that has either a class of stock listed on a national stock exchange or at least 2,000 stockholders of record from engaging in a business combination with an
interested stockholder (generally, the beneficial owner of 15% or more of the corporations outstanding voting stock) for three years following the time the stockholder became an interested stockholder, unless, prior to that time: (1) the
corporations board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder, (2) at least two-thirds of the
outstanding shares not owned by that interested stockholder approve the business combination, or (3) upon becoming an interested stockholder, that stockholder owned at least 85% of the outstanding shares, excluding those held by officers,
directors and some employee stock plans. A business combination includes a merger, asset sale, or other transaction resulting in a financial benefit, other than proportionately as a stockholder, to the interested stockholder.
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