DESCRIPTION OF COMMON STOCK
This section describes the general terms and provisions of the shares of Haynes International, Inc.’s ("Haynes" or the "Company") common stock, par value $0.001 per share. This description is only a summary. Our Second Restated Certificate of Incorporation, as amended ("Certificate of Incorporation"), and our Amended and Restated By-Laws, as amended ("By-Laws"), have been filed with the U.S. Securities and Exchange Commission ("SEC"). For a more thorough understanding of the terms of our common stock, we refer you to our Certificate of Incorporation and our By-Laws.
General. Our Certificate of Incorporation provides that we may issue up to forty million (40,000,000) shares of stock, consisting of twenty million (20,000,000) shares of common stock, par value $0.001 per share, and twenty million (20,000,000) shares of preferred stock, par value $0.001 per share, which may be issued from time to time in one or more series.
Voting Rights. The holders of our common stock are entitled to one vote for each share held of record on all matters with respect to which stockholders are entitled to vote under applicable law, the Certificate of Incorporation or the By-Laws of the Company, in each case as amended from time to time, or upon which a vote of stockholders is otherwise called for by the Company, including the election of directors, and do not have cumulative voting rights. Accordingly, the holders of a majority of the shares of common stock entitled to vote in the election of directors can elect all of the directors standing for election, if they so choose.
Dividends. Subject to the provisions of the Certificate of Incorporation, holders of shares of common stock are entitled to receive such dividends and other distributions in cash, stock or property of the Company when, as and if declared thereon by the Board of Directors of the Company from time to time out of assets or funds of the Company legally available therefor.
Other Rights. Upon our liquidation, dissolution or winding-up, the holders of common stock are entitled to share ratably in all assets remaining after payment of all liabilities and the liquidation preferences of any outstanding preferred stock. Holders of common stock have no preemptive or subscription rights. There are no redemption or sinking fund provisions applicable to our common stock. All outstanding shares of common stock are fully paid and nonassessable.
Certain Provisions of Delaware Law and our Certificate of Incorporation and By-laws
The provisions of Delaware law and our Certificate of Incorporation and our By-laws described below may have the effect of delaying, deferring or discouraging another party from acquiring control of us.
Section 203 of the Delaware General Corporation Law (the "DGCL") provides that, subject to certain exceptions specified therein, a corporation shall not engage in any "business