If we do offer securities through underwriters or agents, we will include in the applicable prospectus supplement:
- the names of those underwriters or agents;
- applicable fees, discounts and commissions to be paid to them;
- details regarding over-allotment options, if any; and
- the estimated net proceeds to us.
Voting. Common stockholders are entitled to one vote per share for the election of directors and on all other matters that require
approval, and do not have cumulative voting rights.
Dividends and Other Distributions. Subject to any preferential rights of outstanding preferred stock, holders of our common stock are
share ratably in any dividends declared by our board of directors on the common stock and paid out of funds legally available for such dividends.
Distribution on Dissolution. Subject to any preferential rights of outstanding preferred stock, in the event of our liquidation,
winding up, holders of our common stock are entitled to share ratably in any assets remaining after payment of liabilities and the liquidation preferences of any outstanding preferred stock.
Other Rights. Our common stock does not carry any preemptive rights enabling a holder to subscribe for, or receive shares of, any class
of our common
stock or any other securities convertible into shares of any class of our common stock. There are no redemption rights or sinking fund provisions applicable to our common stock.
Preferred Stock. We currently have no outstanding shares of preferred stock. Under our certificate of incorporation, as amended,
our board of
directors is authorized to issue shares of our preferred stock from time to time, in one or more classes or series, without stockholder approval. Prior to the issuance of shares of each series, the
board of directors is required by the Delaware General Corporation Law, and our certificate of incorporation, as amended, to adopt resolutions and file a certificate of designation with the
Secretary of State of the State of Delaware. The certificate of designation would fix for each class or series the designations, powers, preferences, rights, qualifications, limitations and
restrictions, including the following:
- the number of shares constituting each class or series;
- voting rights;
- rights and terms of redemption, including sinking fund provisions;
- dividend rights and rates;
- terms concerning the distribution of assets;
- conversion or exchange terms;
- redemption prices; and
- liquidation preferences.
future issuance of additional preferred stock could adversely affect the voting power of holders of common stock and reduce the likelihood that common stockholders will receive
dividend payments and payments upon liquidation. Such an issuance could have the effect of decreasing the