DESCRIPTION OF SECURITIES
U.S. Xpress Enterprises, Inc. (the “Company,” “we,” “us” or “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our Class A common stock, par value $0.01, which are the only securities of the Company registered pursuant to Section 12 of the Exchange Act.
The summary of the general terms and provisions of the Class A common stock set forth below does not purport to be complete and is subject to and qualified by reference to the Company’s Third Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) and Third Amended and Restated Bylaws (the “Bylaws”), as well as the Registration Rights Agreement (as defined below), Stockholders’ Agreement (as defined below), and Voting Agreement (as defined below). For additional information, please read the Articles of Incorporation, Bylaws, Registration Rights Agreement, Stockholders’ Agreement, Voting Agreement, and the applicable provisions of Chapters 78 and 92A of the Nevada Revised Statutes (the “Nevada Statutes”).
Authorized Capital Stock
Our Articles of Incorporation authorizes 184,333,333 shares of capital stock, consisting of: (i) 140,000,000 shares of Class A common stock, par value $0.01 per share, (ii) 35,000,000 shares of Class B common stock, par value $0.01 per share, and (iii) 9,333,333 shares of preferred stock, par value $0.01 per share.
Class A and Class B Common Stock
Under our Articles of Incorporation, our authorized capital stock consists of 140,000,000 shares of Class A common stock, par value $0.01 per share, 35,000,000 shares of Class B common stock, par value $0.01 per share, and 9,333,333 shares of preferred stock, par value $0.01 per share, the rights and preferences of which may be designated by the Board of Directors.
Our Class A common stock is listed on the NYSE under the symbol “USX.”
Holders of Class A common stock are entitled to one vote per share. Holders of Class B common stock are entitled to five votes per share. All actions submitted to a vote of stockholders are voted on by holders of Class A common stock and Class B common stock voting together as a single class, except as otherwise required by applicable law and except that a separate vote of the holders of Class B common stock will be required for:
|●||any amendment of our Articles of Incorporation or Bylaws that modifies the voting, conversion, or other powers, preferences, other special rights or privileges, or restrictions of the Class B common stock; or |