Description of Registrants Securities
Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
As of November 26, 2019, Meridian Bioscience, Inc. (we, our) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, namely, common stock. We also are authorized to issue preferred stock. The description below does not include all of the terms of our common stock and preferred stock and should be read together with our Amended and Restated Articles of Incorporation and Amended and Restated Code of Regulations.
Under our Amended and Restated Articles of Incorporation, we are authorized to issue up to 72,000,000 shares of capital stock, including:
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71,000,000 shares of common stock, without par value; and
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1,000,000 shares of preferred stock, without par value.
Each outstanding share of common stock is entitled to one vote on all matters submitted to a vote of shareholders, and shareholders have cumulative voting rights, subject to compliance with applicable Ohio law. Our shares of common stock are traded on the Nasdaq Global Select Market.
Subject to the rights of holders of any outstanding shares of preferred stock, each record holder of common stock on the applicable record date is entitled to receive dividends on common stock to the extent authorized by our Board of Directors out of assets legally available for the payment of dividends. In addition, subject to the rights of holders of any outstanding preferred shares, holders of common stock are entitled to share ratably in our assets legally available for distribution to our shareholders in the event of our liquidation, dissolution or winding up after payment of or adequate provision for all our known debts and liabilities.
Holders of common stock do not have any preemptive rights to subscribe for any of our securities. No conversion, redemption or sinking fund provisions apply to the common stock, and the holders of common stock are not liable to further calls or assessments by us.
Our Board of Directors is authorized, without shareholder approval, to issue up to 1,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions granted to or imposed upon the preferred shares, including voting rights, dividend rights, conversion rights, terms of redemption, liquidation preference, sinking fund terms and the number of shares constituting any series or the designation of a series. Our Board of Directors