Description of Securities

EX-4.1 2 lvdw_ex41.htm EX-4.1 lvdw_ex41.htm

EXHIBIT 4.1

 

DESCRIPTION OF CAPITAL STOCK

 

 

Common Stock

 

Our authorized capital stock consists of 1,000,000,000 shares of common stock, par value $0.001 per share. The holders of our common stock:

 

 

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have equal ratable rights to dividends from funds legally available if and when declared by our Board of Directors;

 

 

 

 

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are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;

 

 

 

 

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do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights;

 

 

 

 

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and are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

 

Non-cumulative Voting

 

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose and, in that event, the holders of the remaining shares will not be able to elect any of our directors.

 

Anti-Takeover Provisions

 

Provisions of our articles and bylaws may delay or discourage transactions involving an actual or potential change of control or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of our common stock. Among other things, our articles and bylaws:

 

 

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 provide that all vacancies on our board of directors, including as a result of newly created directorships, may be filled by the affirmative vote of a majority of directors then in office; and

 

 

 

 

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 do not provide for cumulative voting rights, thereby allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election.