DESCRIPTION OF THE REGISTRANTS SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
The following is a description of the common stock of Marlin Business Services Corp. (the Company, we or our), which is the only security of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act).
We are incorporated in the Commonwealth of Pennsylvania and the rights of our shareholders are generally covered by our Amended and Restated Articles of Incorporation (the Articles), our Amended and Restated Bylaws (the Bylaws) and the applicable provisions of the Pennsylvania Business Corporation Law (PBCL).
This description of our common stock is qualified by, and should be read in conjunction with, the Articles and the Bylaws, both of which are exhibits to the Annual Report on Form 10-K of which this exhibit forms a part, as well as the applicable provisions of the PBCL.
Authorized Capital Stock
Our authorized capital stock consists of 75,000,000 shares of common stock, par value $0.01 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share. All outstanding shares of common stock are fully paid and non-assessable.
Description of Common Stock
Each holder of record of common stock is entitled to one vote for each share of common stock standing in the holders name on the books of the Company. The holders of common stock vote together as a single class on all matters submitted to shareholders for a vote. The holders of the common stock elect the directors in the manner prescribed by the Bylaws. The holders of common stock do not have cumulative voting rights.
Dividends and Other Distributions.
Subject to the prior rights and preferences, if any, applicable to shares of the preferred stock, the holders of common stock are entitled to participate in such dividends, whether in cash, stock or otherwise, as may be declared by the Board of Directors from time to time out of funds of the Company legally available therefor.
In the event of any voluntary or involuntary liquidation, dissolution, or winding-up of the Company, after all creditors of the Company have been paid in full and after payment of all sums payable in respect of preferred stock, if any, the holders of the common stock are entitled to share ratably on a share-for-share basis in all distributions of assets pursuant to such voluntary or involuntary liquidation, dissolution, or winding-up of the Company.
Holders of our common stock do not have any conversion, redemption, sinking fund or preemptive rights.