DESCRIPTION OF CAPITAL STOCK
The rights of our stockholders are governed by Delaware General Corporation Law (DGCL), our amended and restated certificate of
incorporation, as amended (our Certificate of Incorporation), and our amended and restated
by-laws
(our
By-laws).
For information on how to
obtain a copy of our Certificate of Incorporation and
By-laws,
see the information described below under the headings Incorporation of Certain Information by Reference and Where You Can Find
More Information.
The following is a summary of the material terms and provisions of our capital stock and is qualified in its
entirety by reference to our
Certificate of Incorporation
and the
amendment
thereto
and our
By-laws
, which are incorporated by reference herein, and to the applicable provisions of
the DGCL. This summary does not purport to be complete and may not contain all the information that is important to you.
Authorized Capital Stock
Under our Certificate of Incorporation, our authorized capital stock consists of 1,000,000,000 shares of Class A Common Stock,
par value $0.01 per share, and 20,000,000 shares of Preferred Stock, par value $0.01 per share. As of May 1, 2019, there were 751,398,085 shares of Class A Common Stock outstanding, 1,495,074 shares of Series A Preferred Stock outstanding
and 6,925,341 shares of
Series A-1 Preferred
Stock outstanding.
Class A Common Stock
Dividend Rights
Holders of our
Class A Common Stock are entitled to receive dividends, as and when declared by our board of directors (the Board), out of our legally available assets, in cash, property, shares of our Class A Common Stock or other securities,
after payments of dividends required to be paid on outstanding Preferred Stock, if any.
Voting Rights
Holders of our Class A Common Stock are entitled to one vote per share on all matters submitted to a vote of our stockholders, unless
otherwise required by our Certificate of Incorporation or
By-laws.
At all meetings of the stockholders at which a quorum is present, except as otherwise required by law, the Certificate of Incorporation or the
By-laws,
any question brought before any meeting of stockholders other than the election of directors, shall be decided by the affirmative vote of the holders of a majority of the votes cast. Elections of
directors shall be decided by a plurality of the votes cast.
Stockholder Action by Written Consent
Any action that can be taken at a meeting of the stockholders may be taken by written consent in lieu of the meeting if we receive consents
signed by stockholders having the minimum number of votes that would be necessary to approve the action at a meeting at which all shares entitled to vote on the matter were present.
Right to Receive Liquidation Distributions
Upon our liquidation, dissolution or winding up, the assets legally available for distribution to our stockholders will be distributable
ratably among the holders of Class A Common Stock, subject to prior satisfaction of all outstanding debts and other liabilities and the preferential rights and payment of liquidation preferences, if any, on any outstanding Preferred Stock.
Amendment of Certificate of Incorporation and
By-laws
Our Board and our stockholders are authorized to adopt, amend or repeal our
By-laws.
The approval of
our Board is required to amend our Certificate of Incorporation. In addition, Section 242(b)(2) of the DGCL requires
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