· the number of shares constituting each class or series;
· voting rights;
· rights and terms of redemption, including sinking fund provisions;
· dividend rights and rates;
· terms concerning the distribution of assets;
· conversion or exchange terms;
· redemption price; and
· liquidation preferences.
No shares of preferred stock are currently outstanding. An aggregate of 50,000 shares of Series A junior participating preferred stock are reserved for issuance upon exercise of our preferred stock purchase rights, as further described below.
Provisions of our Certificate of Incorporation and Bylaws that would have an effect of delaying, deferring or preventing a change of control of the Company
Provisions of our Certificate of Incorporation and Bylaws may have the effect of making it more difficult for a third party to acquire, or discourage a third party from attempting to acquire, control of our Company by means of a tender offer, a proxy contest or otherwise. These provisions may also make the removal of incumbent officers and directors more difficult. These provisions are intended to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control to first negotiate with us. These provisions could also limit the price that investors might be willing to pay for shares of our common stock. These provisions may make it more difficult for shareholders to take specific corporate actions and could have the effect of delaying or preventing a change in control of our Company. These provisions are summarized below.
Approval of business combinations
Our Certificate of Incorporation provides that the affirmative vote of the holders of at least 662/3% of our outstanding common stock is required for the approval, adoption or authorization of a business combination and that no business combination may be entered into without that affirmative vote.
As used in our Certificate of Incorporation, a business combination means:
· our merger into, or our consolidation with, any other corporation, person or business entity;
· the merger of any other corporation, person or business entity into, or its consolidation with us;
· the sale, exchange, lease transfer, or other disposition by us of 60% or more of our assets or business to any other corporation, person or business entity;
· the issuance or transfer at any one time by us, or by any subsidiary, of 50% or more of voting securities issued pursuant to a stock option, purchase, bonus performance unit or other plan or agreement for natural persons who are directors, employees, consultants, and/or agents of us and/or a subsidiary to any other corporation, person or business entity in exchange for cash, assets, or securities or any combination thereof; or
· any agreement, contract or other arrangement between us and any other corporation, person or business entity providing for any of the transactions described above.
These provisions do not apply to any transaction described above (a) if our Board has approved a memorandum of understanding with such other corporation, person or business entity with respect to and substantially consistent with such transaction prior to the time such other corporation, person or business entity became an owner of 5% of the our outstanding common stock, or (b) to any corporation, person or business entity which is an owner of 5% of our outstanding common stock of this corporation at the time of adoption of this provision in our Certificate of Incorporation.
The affirmative vote of the holders of at least 662/3% of our outstanding common stock is required for the amendment of all or any part of this provision.