Subject only to the foregoing, and not otherwise, such dividends (payable in cash,
securities or other property) as may be determined by our board of directors, or an authorized committee thereof, may be declared and paid on any securities, including our common stock, from time to time out of any funds legally available for such
payment, and holders of the Series A Preferred Stock will not be entitled to participate in any such dividends declared on securities other than the Series A Preferred Stock.
The Series A Preferred Stock will rank junior as to payment of dividends to any class or series of our stock ranking senior with respect
to dividends that we may issue in the future. If at any time we have failed to pay, on the applicable payment date, full dividends on any class or series of such senior stock we may issue, we expect that the terms of such senior stock will provide
that we may not pay any dividends on the outstanding Series A Preferred Stock or redeem or otherwise repurchase any shares of Series A Preferred Stock until we have paid or set aside for payment the full amount of the unpaid dividends on
such senior stock that must, under the terms of such senior stock, be paid before we may pay dividends on, or redeem or repurchase, the Series A Preferred Stock.
Liquidation, Winding-Up or Dissolution
In the event of our voluntary or involuntary liquidation, winding-up or dissolution, each holder of the
Series A Preferred Stock will be entitled to receive a liquidation preference in the amount of $1,000 per share of the Series A Preferred Stock (the Series A liquidation preference), plus an amount (the Series A
liquidation dividend amount) equal to accumulated and unpaid dividends (whether or not declared) on such shares to, but excluding, the date fixed for liquidation, winding-up or dissolution, to be paid
out of our assets legally available for distribution to our shareholders, after satisfaction of debt and other liabilities owed to our creditors and holders of shares of any class or series of our stock ranking senior to the Series A Preferred
Stock with respect to distribution rights upon our liquidation, winding-up or dissolution and before any payment or distribution is made to holders of any junior stock, including, without limitation, our
common stock.
If, upon our voluntary or involuntary liquidation, winding-up or dissolution, the
amounts payable with respect to (i) the Series A liquidation preference plus the Series A liquidation dividend amount on the shares of Series A Preferred Stock and (ii) the liquidation preference of, and the amount of
accumulated and unpaid dividends (to, but excluding, the date fixed for such liquidation, winding-up or dissolution) on, all other parity stock are not paid in full, the holders of the Series A Preferred
Stock and all holders of any such other parity stock will share equally and ratably in any distribution of our assets in proportion to their respective liquidation preferences and amounts equal to the accumulated and unpaid dividends to which they
are entitled.
After the payment to any holder of Series A Preferred Stock of the full amount of the Series A liquidation preference
and the Series A liquidation dividend amount for each of such holders shares of Series A Preferred Stock, such holder of Series A Preferred Stock will have no right or claim to any of our remaining assets. See
General and Risk FactorsThe Series A Preferred Stock is junior to our outstanding indebtedness and other liabilities with respect to distributions in the event of an insolvency, liquidation, dissolution or other
winding-up.
Neither the sale, lease or exchange of all or substantially all of our assets, nor our merger or consolidation into or
with any other person, will be deemed to be our voluntary or involuntary liquidation, winding-up or dissolution.
Our Articles of Incorporation, including the Series A Certificate of Determination, does not contain any provision requiring funds to be
set aside to protect the Series A Preferred Stock liquidation preference.
Optional Redemption
The Series A Preferred Stock is not subject to any mandatory sinking fund, retirement fund, purchase fund or other similar provisions.
Holders of Series A Preferred Stock will not have the right to require us to repurchase or redeem shares of the Series A Preferred Stock.
S-21