DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES AND EXCHANGE ACT OF 1934
The authorized capital stock of Contango Oil & Gas Company (the “Company”, “we”, “us” and “our”) consists of 405,000,000 shares, which includes 400,000,000 shares authorized as common stock, $0.04 par value, and 5,000,000 shares authorized as preferred stock, $0.04 par value.
Description of Common Stock
The following description sets forth certain material terms and provisions of our common stock, which is registered under Section 12 of the Securities Exchange Act of 1934, as amended. The following description of our common stock is not complete and is qualified in its entirety by reference to our amended and restated certificate of formation (including any statement of resolution of preferred stock) and our bylaws, which are filed as exhibits to our Annual Report on Form 10-K.
Dividends. Holders of common stock are entitled to such dividends as may be declared by the board of directors (the “Board”) out of funds legally available. Any decision to pay future dividends on our common stock will be at the discretion of our Board and will depend upon our financial condition, results of operations, capital requirements and other factors our Board may deem relevant. Our credit facility currently restricts our ability to pay cash dividends on our common stock, and we may also enter into credit agreements or other borrowing arrangements in the future that restrict or limit our ability to pay cash dividends on our common stock.
Fully Paid. All outstanding shares of common stock are fully paid and non-assessable upon issuance.
Voting Rights. Holders of common stock are entitled to one vote per share with respect to each matter presented to our stockholders on which the holders of common stock are entitled to vote. Common stockholders are not entitled to preemptive or cumulative voting rights. Unless specified in our amended and restated certificate of formation (including any statement of resolution of preferred stock) or the bylaws of the Company, or as required by applicable provisions of the Texas Business Organizations Code (the “TBOC”) or applicable stock exchange rules, the affirmative vote of the holders of a majority of the voting power of the outstanding shares of the Company entitled to vote on a matter is required to approve any such matter voted on by the Company’s stockholders.
Other Rights. In the event of a liquidation, dissolution or winding up of the Company, the holders of the common stock are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. No share of common stock is convertible, redeemable, assessable or entitled to the benefits of any sinking or repurchase fund.
Transfer Agent and Registrar. Our transfer agent and registrar for our common stock and preferred stock is Continental Stock Transfer & Trust Company, LLC, located in New York, New York.
Listing. Our common stock is listed on the NYSE American and trades under the symbol “MCF.”
Description of Preferred Stock
The following descriptions set forth certain material terms and provisions of our series of preferred stock, which are not registered under Section 12 of the Exchange Act. The following description of our preferred stock is not complete and is qualified in its entirety by reference to our amended and restated certificate of formation (including