to its stockholders after the payment, or provision for payment, of all debts and other liabilities of the Company and the payment of any outstanding Preferred Stock that has preferential rights
on distributions upon a liquidation, dissolution or winding up of the Company.
4. Fully Paid Shares. All shares of our Common
Stock are fully paid and non-assessable.
5. Relative Rights. The rights, preferences and
privileges of holders of our Common Stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of Preferred Stock that the Company may designate and issue in the future.
6. Preferred Stock. Our Board of Directors is authorized, without stockholder approval, subject to applicable law and certain
provisions of our Certificate of Incorporation, to issue Preferred Stock in one or more series and fix the number of shares constituting any such series and the designations, powers, preferences, rights, qualifications, limitations and restrictions
of the Preferred Stock, including dividend rights, dividend rate, voting rights, terms of redemption, redemption prices, conversion rights and liquidation preferences. The issuance of Preferred Stock may have the effect of delaying, deferring or
preventing a change in control of us without further action by the stockholders and may adversely affect the voting and other rights of the holders of our Common Stock. In addition, any Preferred Stock so issued may rank senior to our Common Stock
with respect to the payment of dividends or amounts upon liquidation, dissolution or winding up, or both. In addition, any such shares of Preferred Stock may have class or series voting rights.
7. Terms of conversion. Not Applicable.
8. Sinking fund provisions. Not Applicable.
9. Redemption provisions. Not Applicable.
10. Classification of the Board of Directors. Not Applicable.
11. Preemption rights. Not Applicable.
13. Anti-takeover effects of the Delaware General Corporation Law (DGCL) and our Certificate of Incorporation and Bylaws.
Our Certificate of Incorporation and Bylaws contain provisions that may delay, defer or discourage another party from acquiring control of us. These provisions are also designed to encourage persons seeking to acquire control of us to first
negotiate with our Board of Directors, which we believe may result in an improvement of the terms of any such acquisition in favor of our stockholders. However, they also give our Board of Directors the power to discourage acquisitions that some
stockholders may favor.
Undesignated Preferred Stock.
The ability to authorize undesignated Preferred Stock will make it possible for our Board of Directors to issue Preferred Stock with super
voting, special approval, dividend or other rights or preferences on a discriminatory basis that could impede the success of any attempt to acquire us. These and other provisions may have the effect of deferring, delaying or discouraging hostile
takeovers, or changes in control or management of the Company.