EXHIBIT 4.1
DESCRIPTION OF CAPITAL STOCK
General
The following description sets forth certain material terms and provisions of our securities that are registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”). This description also summarizes relevant provisions of the Delaware General Corporation Law (the “DGCL”) applicable to such securities. The following description is a summary and does not purport to be complete. It is subject to, and qualified in its entirety by reference to, the applicable provisions of the DGCL and our Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) and our Amended and Restated Bylaws, as amended (the “Bylaws”), each of which is incorporated by reference exhibits to our Annual Report on Form 10-K to which this Exhibit 4.1 is filed as an exhibit. We encourage you to read the Certificate of Incorporation and Bylaws and the applicable provisions of the DGCL for additional information.
Authorized Capital Stock
Our authorized capital stock consists of 40,000,00 shares of common stock, par value $0.01 per share, and 20,001,000 shares of preferred stock, par value $0.01 per share.
Common Stock
Voting Rights. The holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. Holders of shares of our common stock do not have cumulative voting rights.
Dividends. Subject to the preferences and other rights of any class or series of preferred stock then outstanding, our Board of Directors may cause dividends to be paid to the holders of shares of common stock out of funds legally available for the payment of dividends by declaring an amount per share as a dividend. When and as dividends are declared, whether payable in cash, in property or in shares of our stock, the holders of common stock shall be entitled to share equally, share for share, in such dividends.
Liquidation Rights. Subject to the preferences and other rights of any class or series of preferred stock then outstanding, in the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of common stock shall be entitled, to share, ratably according to the number of shares of common stock held by them, in all of our remaining assets available for distribution to its shareholders.
Fully Paid. The issued and outstanding shares of our common stock are fully paid and non-assessable. Any additional shares of common stock that we may issue in the future will also be fully paid and non-assessable.
Absence of Other Rights. The holders of common stock have no preferences or rights of conversion, exchange, pre-emption or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock. Stockholders do not have the right of cumulative voting in the election of directors.
Preferred Stock
Our Certificate of Incorporation authorizes our Board to designate and issue from time to time one or more series of preferred stock without stockholder approval. Our Board may fix and determine the preferences, limitations and relative rights of each series of preferred stock. The rights of the holders of our common stock are subject to the rights and preferences of any series of preferred stock currently outstanding or that we may issue.
Certain Provisions of Delaware Law, Our Certificate of Incorporation and Bylaws
Certificate of Incorporation and Bylaws
Certain provisions in our Certificate of Incorporation and Bylaws summarized below may be deemed to have an anti-takeover effect and may delay, deter or prevent a tender offer or takeover attempt that a stockholder might consider to be in its best interests, including attempts that might result in a premium being paid over the market price for the shares held by stockholders. These provisions are intended to discourage certain types of transactions that may involve an actual or threatened change of control.
Blank Check preferred stock. Our Certificate of Incorporation permits us to issue, without any further vote or action by the stockholders, up to 20,001,000 shares of preferred stock in one or more series and, with respect to each such series, to fix the number of shares constituting the series and the designation of the series, the voting powers (if any) of the shares of the series, and the preferences and relative, participating, optional and other special rights, if any, and any qualifications, limitations or restrictions, of the