DESCRIPTION OF THE REGISTRANTS SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
Hennessy Advisors, Inc. (the Company) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, common stock, no par value per share (Common Stock).
DESCRIPTION OF COMMON STOCK
The following is a description of the rights of the Common Stock and related provisions of the Companys Amended and Restated Articles of Incorporation (the Articles) and Fifth Amended and Restated Bylaws (the Bylaws) and applicable California law. This description is qualified in its entirety by, and should be read in conjunction with, the Articles, Bylaws, and applicable California law.
The Company is authorized to issue up to 22,500,000 shares of Common Stock.
Fully Paid and Nonassessable
All of the outstanding shares of Common Stock are fully paid and nonassessable.
The holders of shares of Common Stock are entitled to one vote per share on all matters to be voted on by such holders. Holders of shares of Common Stock are not entitled to cumulative voting rights.
Subject to preferences to which holders of any preferred stock the Company may issue may be entitled, the holders of shares of Common Stock are entitled to receive such dividends, if any, as may be declared from time to time by the Companys Board of Directors, in its discretion, from funds legally available therefor.
Right to Receive Liquidation Distributions
In the event of a liquidation, dissolution, or winding up of the Company, holders of shares of Common Stock would be entitled to share in the Companys assets remaining after the payment of liabilities and the satisfaction of any liquidation preference granted to the holders of any outstanding shares of preferred stock. The rights, preferences, and privileges of the holders of shares of 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 issue in the future.
No Preemptive or Similar Rights
Common Stock has no preemptive or other subscription rights, and there are no conversion rights or redemption or sinking fund provisions with respect to shares of Common Stock.