DESCRIPTION OF CAPITAL STOCK
The following description of our capital stock and amended and restated certificate of incorporation and amended and restated bylaws of Quintana Energy
Services Inc. summarizes the material terms and provisions of common stock that we may offer under this prospectus. It does not include all of the information that is important to you. For the complete terms of our capital stock, please refer to the
provisions of applicable law, including the DGCL, and to our amended and restated certificate of incorporation and amended and restated bylaws, which are incorporated by reference into the registration statement of which this prospectus is a part.
Authorized Capital Stock
Our
authorized capital stock consists of:
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150,000,000 shares of common stock, $0.01 par value per share, and
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10,000,000 shares of preferred stock, $0.01 par value per share.
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Common Stock
On November 30, 2018, 33,584,689
shares of our common stock were issued and outstanding, excluding 189,364 shares held in treasury. All outstanding shares of our common stock are duly authorized, fully paid and nonassessable.
Voting Rights.
Holders of shares of common stock are entitled to one vote per share held of record on all matters to be voted upon by the stockholders.
The holders of common stock do not have cumulative voting rights.
Dividend Rights.
Holders of shares of our common stock are entitled to ratably
receive dividends when and if declared by our board of directors out of funds legally available for that purpose, subject to any statutory or contractual restrictions on the payment of dividends and to any prior rights and preferences that may be
applicable to any outstanding preferred stock.
Liquidation Rights.
Upon our liquidation, dissolution, distribution of assets or other winding up,
the holders of common stock are entitled to receive ratably the assets available for distribution to the stockholders after payment of liabilities and the liquidation preference of any of our outstanding shares of preferred stock.
Other Matters.
Subject to the preferential rights of any other class or series of stock, all shares of our common stock have equal dividend,
distribution, liquidation and other rights, and have no preference, appraisal or exchange rights, except for any appraisal rights provided by Delaware law. Furthermore, holders of our common stock have no conversion, sinking fund or redemption
rights, or preemptive rights to subscribe for any of our securities. Our amended and restated certificate of incorporation and amended and restated bylaws do not restrict the ability of a holder of our common stock to transfer the holders
shares of our common stock.
Preferred Stock
On
November 30, 2018, no shares of preferred stock were issued and outstanding. Our amended and restated certificate of incorporation authorizes our board of directors, subject to any limitations prescribed by law, without further stockholder
approval, to establish and to issue from time to time one or more classes or series of preferred stock, par value $0.01 per share, covering up to an aggregate of 10,000,000 shares of preferred stock. Each class or series of preferred stock will
cover the number of shares and will have the powers, preferences, rights, qualifications, limitations and restrictions determined by the board of directors, which may include, among others, dividend rights, liquidation preferences, voting rights,
conversion rights, preemptive rights and redemption rights. Except as provided by law or in a preferred stock designation, the holders of preferred stock will not be entitled to vote at or receive notice of any meeting of stockholders.
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