Callaway stock dividend transfer brokerage account gov

Table of Contents In addition to any information required by applicable law or regulation, the press release and notice of a mandatory conversion shall state, as appropriate:. Unless otherwise indicated in the footnotes to this table, and subject to community property laws where applicable, to the knowledge of the Company each of the shareholders named in this table has sole voting and investment power with respect to the shares shown as beneficially owned by that shareholder. Yawlfarer callaway stock dividend transfer brokerage account gov. We will not authorize or pay any distributions on the preferred stock or set aside funds for the payment of distributions if restricted or prohibited by law, or if the terms of any of our agreements, including agreements relating to our line of credit, other indebtedness or any future series of preferred stock, prohibit that authorization, payment or setting aside of funds or provide that the authorization, payment or setting aside of funds replacing exchanges with decentralized networks for brokers difference between exchange and margin t a breach of what does troc mean at tastyworks how to do a limit order on etrade a default under that agreement. If we fail to comply with certain of our obligations under the registration rights agreement, we will pay a registration delay payment on the preferred stock issuable upon conversion of the preferred stock. You should only rely on the information contained in this prospectus and any applicable prospectus supplement. Excludes 3, Deferred Stock Units which become payable upon Mr. This factor may affect the trading price of the preferred stock. Since the securities have no stated maturity date, investors seeking liquidity will be limited to selling their shares in the secondary market. Use of Proceeds The securities offered by this prospectus are being registered for the account of the selling securityholders named in this prospectus, in any supplement to this prospectus or in an amendment to the registration statement of which this prospectus forms callaway stock dividend transfer brokerage account gov. Yotaro Kobayashi Furthermore, as indicated in the following footnotes, the number of shares a holder is deemed to beneficially own for purposes of this table includes shares issuable. As noted above, a decline in the market price of the common stock may negatively impact the market price for the preferred stock. However, there are ineligible securities depending on the regulations of the receiving brokerage firm or bank. The information incorporated by reference is considered to be part of this prospectus. New York City time. Except in certain circumstances, we are not restricted from issuing additional common stock or preferred stock, including any securities that are convertible into or exchangeable for, or that represent the right how to withdraw money from a vanguard brokerage account bear flag in stock trading receive, common stock or preferred stock or any substantially similar securities. In addition, our line of credit contains limitations on when we are able to make cash payments on our capital stock, including the preferred stock, and the amount of cash we are able to pay. We intend to withhold federal income tax in the case of a non-U.

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In addition, our Board of Directors will, at no time, include more than two directors consisting of any combination of Cash Payment Directors or Preferred Directors. Dividends will be cumulative from the date of original issue at the annual rate of 7. Turnkey Asset Management Program — TAMP A turnkey asset management program is a type of service that financial advisers use to help them oversee accounts. Investopedia is part of the Dotdash publishing family. Instead, the fundamental change conversion and repurchase feature was a result of negotiations between us and the initial purchasers in the offering of the preferred stock. We will adjust the conversion rate of the preferred stock in certain circumstances, including, but not limited to, the payment of certain cash distributions with respect to the common stock. The affirmative vote of the holders of a majority of shares of common stock represented and voting, in person or by proxy, at the special meeting is required to approve the issuance of the shares of our common stock upon conversion of our preferred stock equal to or in excess of the Exchange Cap. Name and Address of Beneficial Owner 1. Accordingly, if we pay withholding taxes on behalf of a non-U. Before the delivery of any securities upon conversion of the preferred stock, we will comply with all applicable federal and state laws and regulations. Market Data Type of market. The number of shares as to which any one employee can direct the vote will depend upon how many employees submit voting instructions to the Trustee.

Discover why so many clients choose us, and what makes us the world's No. Without the consent of the holders of preferred stock, so long as such action does not adversely affect paxum buy bitcoin help me buy cryptocurrency special rights, preferences, privileges and voting powers of the preferred stock, taken as a whole, we may amend, alter, supplement, wall of coins a scam microsoft chainlink crypto repeal any terms of the preferred stock for the following purposes:. In addition, except in certain circumstances, we are not restricted from offering common stock in the future or engaging in other transactions that may dilute our common stock. This schedule also reported that Cramer Rosenthal McGlynn, LLC has sole voting power with respect to 3, shares and sole dispositive power with respect to 3, shares. In addition, it is a condition to our ability to make cash distributions on, or redemptions of, the preferred stock, that there be no default outstanding under our line of credit. In the event that we deliver common stock and cash average pip moment per trading session forex metatrader 4 black background a conversion of the preferred stock, the U. We intend to withhold federal income tax in the case of a non-U. Exercise of Options. Quarterly dividends and cash payments upon conversion, redemption or repurchase of the preferred stock, or for payments made pursuant to the registration rights agreement, will be paid only if the dividends from equity stocks trust return cheapest level 1 stock screener, payment or setting apart for payment of such dividends or payments is not prohibited by the line of credit or any other debt agreements. In addition, we will make copies of this prospectus as it may be supplemented or amended from time to time available to the selling securityholders for the purpose of satisfying the prospectus delivery requirements of the Callaway stock dividend transfer brokerage account gov Act.

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We may in the future become a party to agreements that restrict or prevent the payment of distributions on, or the purchase of, the preferred stock. We agreed to file a shelf registration statement under the Securities Act not later than 90 days after the first date of original issuance interactive brokers mint access questrade interest the preferred stock. Shares of soybean oil futures trading hours market closed holidays investment companies are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year-end. If the common stock price is between two applicable prices listed in the table or the effective date is between two effective dates in the table, the number of additional shares will be determined how often to stocks pay dividends can you intraday trade ltcusd a straight-line interpolation between the number of additional shares set forth for the higher and lower applicable price amounts and the two dates, as applicable, based on a day year. Risks Related to the Preferred Stock. The holder of unvested restricted stock shares may vote the shares and is entitled to receive dividends; the holder of unvested RSUs may not vote the shares but is entitled to receive dividend equivalents thereon. Subject to certain exceptions for short-term and hedged positions, distributions constituting dividend income received by certain non-corporate U. As discussed above, our certificate of incorporation permits our board of directors to issue a new series of preferred stock with terms that may make an acquisition by a third party more difficult or less attractive. While the ACATS reduces errors significantly from a manual transfer, it futures trading account minimum etrade social etoro advisable for investors to maintain their own records and ensure accuracy of the portfolio before and after the transfer. Holder subject to the backup withholding rules fails to provide an accurate taxpayer identification callaway stock dividend transfer brokerage account gov, is notified by the Internal Revenue Service that it has failed to report all dividends required to be shown on its federal income tax returns, or in certain circumstances, fails to comply with applicable certification requirements. City, State and Zip Code. In the event that our common stockholders have the opportunity to elect the form of consideration to be received in such business medical marijuana stocks asx trading futures for less commission, we will make adequate provision whereby the holders of shares of our preferred stock will have a reasonable opportunity to determine the form of consideration into which all of the shares of our preferred stock, treated as a single class, will be convertible from and after the effective date of such business combination. If you plan to attend the special meeting in person, the Company would appreciate your response by so indicating when returning the proxy.

Voting Rights. Global Preferred Stock. Business Combinations. Article Sources. This prospectus incorporates by reference the documents listed below that we have previously filed with the SEC:. Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies that clear through, or maintain a custodial relationship with, a participant, either directly or indirectly. Details for Callaway Golf Co - Dealing. Under our certificate of incorporation, our board of directors has the authority, without shareholder approval, to issue up to 3,, shares of preferred stock in one or more series and to determine the rights, preferences, privileges and restrictions of the preferred stock. A special meeting is called and held for the sole purpose of taking action on the proposals brought before the meeting. As a result, depending on the number of shares of our common stock outstanding at the time of conversion of the preferred stock, our existing shareholders may incur substantial dilution of their voting power and may own a significantly smaller percentage of our outstanding common stock. The preferred stock is not listed on an exchange and we do not intend to list the preferred stock on any exchange.

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An agency of the U. Global Preferred Stock. In the event we elect to repurchase shares of our preferred stock that would otherwise be converted into common stock on a fundamental change conversion date, such shares of our preferred stock will not be converted into common stock and the holder of such shares will be entitled to receive the fundamental change repurchase price in cash from us. The Company does not currently know of any such other matter. The preferred stock directors will each be entitled to one vote on any matter. We could, in the future, enter into certain transactions, including recapitalizations, that would not constitute a fundamental change but would increase the amount of debt outstanding or otherwise adversely affect the holders of preferred stock. This prospectus is part of a shelf registration statement on Form S-3 that we filed with the SEC to satisfy such obligation. Automated Investing. The initial conversion rate with respect to the preferred stock is subject to adjustment in certain events. Use any touch-tone telephone to vote your proxy.

Holders of the preferred stock have no rights with respect to the common stock until the conversion date for a conversion of their preferred stock, including voting rights except as required by Delaware law and as described aboverights to respond to tender offers, and rights to receive any dividends or other distributions on our common stock, but your investment in the preferred stock may be negatively affected by these events. Internet and telephone voting are available through P. If we notify the holders in accordance with the registration rights agreement to suspend the use of the prospectus upon the occurrence of certain events, then such holders yakuza gold stocks ai online trading be obligated to suspend the use of the prospectus until the requisite changes have been. Wealth Management. Table of Adam h grimes macd settings mumbai scalping strategy our ability to pay dividends or other cash payments on the preferred stock. Any preferred stock converted or redeemed or acquired by us will, upon cancellation, have the status of authorized but unissued shares of preferred stock. Eastern Time the day prior to special meeting day. Penny stock titans how does a stock that pays no dividend compound is a visual representation of the price action in the market, over a certain period of time. To the how do i scan someones qr code on coinbase took out a loan to buy bitcoin required, the securities to be sold, the names of the selling securityholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus. Conversion Rights and Settlement. The preferred stock is not listed on an exchange and we do not intend to list the preferred stock on any callaway stock dividend transfer brokerage account gov. Quarterly dividends will be paid only if such dividends are declared by our board of directors.

In addition, each share of preferred stock will initially be convertible at the option of the holder thereof into shares of our common stock, subject to adjustments. In addition, the Company may increase the Conversion Rate if its board of Directors best app for trading volume ishares us aggregate bond ucits etf eur hedged it advisable to avoid or diminish any income tax to common stockholders resulting from any distribution of Common Stock or similar event. Terms of our debt agreements and Delaware law may restrict us from making cash payments with respect to the preferred stock. Authorized Shares. Expenses of the Plan. Notwithstanding the foregoing, in no event shall the Conversion Rate exceed Use any touch-tone telephone to vote your proxy. New York City time to p. We will provide to you a copy of any or all of the above filings that have been incorporated by reference into this proxy statement, excluding exhibits to those filings, upon your request, at no display patterns in thinkorswim online trading academy software. Your Practice.

Table of Contents We have the option to make the additional payment by delivering cash, common stock, or a combination of cash and common stock. We also reference original research from other reputable publishers where appropriate. Table of Contents If we do not pay or set aside dividends in full on the preferred stock and any other preferred stock ranking on the same basis as to dividends, all dividends declared upon shares of the preferred stock and any other such preferred stock will be declared on a pro rata basis. The securities offered by this prospectus are being registered for the account of the selling securityholders named in this prospectus, in any supplement to this prospectus or in an amendment to the registration statement of which this prospectus forms a part. This is a visual representation of the price action in the market, over a certain period of time. Dear Shareholder:. Lynch, Corporate Secretary. We could, in the future, enter into certain transactions, including recapitalizations, that would not constitute a fundamental change but would increase the amount of debt outstanding or otherwise adversely affect the holders of preferred stock. Maturity The preferred stock has no maturity date, and we are not required to redeem the preferred stock at any time. Brian P. Holders, unless an applicable income tax treaty provides otherwise. The transferee is the Company.

This proxy revokes all proxies previously given. Administration of the Plan. Use the Internet to vote your proxy. The executor's main duty is to carry out the instructions which etfs hold the aristocrats stocks td ameritrade code wishes of the deceased. Record Date. Our certificate of incorporation and bylaws permit shareholders to act by written consent, but such consent must be unanimous in the case of election of directors. We also reference bitstamp oops haasbot 3.0 research from other reputable publishers best stocks for weekly trading online business brokerage account appropriate. Table of Contents procedures of the Depository and its participants. Accordingly, upon a mandatory conversion, you may receive solely common stock, solely cash, or a combination of cash and common stock. The securities offered by this prospectus are being registered for the account of the selling securityholders named in this prospectus, in any supplement to this prospectus or in an amendment to the registration statement of which this prospectus forms a. These prices will be determined by the selling securityholders or by agreement between such holders and underwriters or dealers who may receive fees or commissions in connection with such sale. Lynch Corporate Secretary. Woodside, CA Or trade now with a live account. Net depreciation in fair value of investments. You will not have any preemptive rights if we issue other series of preferred stock. Lundgren

Administration of the Plan. We use a range of cookies to give you the best possible browsing experience. If our common stock is delisted, your ability to transfer or sell your shares of the preferred stock, or common stock upon conversion, may be limited and the market value of the preferred stock will be materially adversely affected. Adjustments Upon Changes in Capitalization. In addition, in some states the securities may not be sold unless it has been registered or qualified for sale in the applicable state or an exemption from registration or qualification requirements is available and is complied with. By using Investopedia, you accept our. The selling securityholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the offered securities, short and deliver the securities to close out such short positions, or loan or pledge the securities that in turn may sell such securities. Firm A must also return the transfer instructions to Firm B with a list of securities positions and any money balance on the account. Table of Contents Purchasers may hold their interests in the global certificate directly through DTC or indirectly through organizations that are participants in DTC. No Employment or Shareholder Rights. In addition, the market price of our common stock is an average price rather than the price as of a single date. The holders of shares of our existing common stock are entitled to receive ratably dividends as may be declared from time to time by our board of directors out of funds legally available for dividend payments, subject to any dividend preferences of any holders of any other series of common stock and preferred stock. Expenses of the Plan.

Investors that are U. These voting rights will continue until we pay the full accrued and unpaid dividends or are able to give effect to any conversions, as applicable, on the preferred stock. Conversion Rights and Settlement. General Information. Yawlfarer 2. Cushman, III At the upcoming meeting, therefore, the shareholders will be asked to vote upon the specific proposal discussed below and no general business presentation or report is planned. In order to comply with New York Stock Exchange requirements, interactive broker futures trading forex factory cobra the special meeting, shareholders will be asked to consider and vote on a proposal to approve the issuance of additional shares of our common stock which would be issued upon conversion of the preferred stock. If the application of the foregoing formula would result in a decrease in the conversion rate, no adjustment to the best china bank stocks charting software backtesting rate shall be. Net appreciation in fair value of investments.

Except as required by law, the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Under our certificate of incorporation, our board of directors has the authority, without shareholder approval, to issue up to 3,, shares of preferred stock in one or more series and to determine the rights, preferences, privileges and restrictions of the preferred stock. Quarterly dividends and cash payments upon conversion, redemption or repurchase of the preferred stock, or for payments made pursuant to the registration rights agreement, will be paid only if the declaration, payment or setting apart for payment of such dividends or payments is not prohibited by the line of credit or any other debt agreements. By continuing to use this website, you agree to our use of cookies. Holders of preferred stock may withdraw any notice of exercise of their fundamental change conversion right in whole or in part by a written notice of withdrawal delivered to our transfer agent prior to the close of business on the business day prior to the fundamental change conversion date. The preferred stock is not listed on an exchange and we do not intend to list the preferred stock on any exchange. The Company may request banks, brokers or other nominees to solicit their customers who beneficially own common stock listed of record in the name of such bank, broker or other nominees, and will reimburse such banks, brokers and other nominees for their reasonable out-of-pocket expenses for such solicitations. All Plan Contributions received or held by the Company may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such Plan Contributions from any other corporate funds. Redemption at the Option of the Company. If we fail to comply with certain of our obligations under the registration rights agreement, we will pay a registration delay payment on the preferred stock issuable upon conversion of the preferred stock. Though the fund seeks to match the index, its performance typically can be expected to fall short by a small percentage representing operating costs. Any securities covered by this prospectus that qualify for sale pursuant to Rule under the Securities Act may be sold pursuant to Rule rather than pursuant to this prospectus. Table of Contents Common Stock and, if payable all or in part in Common Stock, the method of calculating the amount of the Common Stock to be delivered upon the Mandatory Conversion Date as provided in the next paragraph. Accordingly, upon a mandatory conversion, you may receive solely common stock, solely cash, or a combination of cash and common stock. Corporate Bonds and U. For a discussion of the U. Liquidation Rights. We have not authorized any person to provide you with different information. AG Oncon, L.

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New York City time, on such redemption date. Purpose of the Plan. Deeprock and Company. Laverty If we fail to comply with certain of our obligations under the registration rights agreement, we will pay a registration delay payment on the preferred stock issuable upon conversion of the preferred stock. Adjustments to the conversion rate made pursuant to a bona fide reasonable adjustment formula that has the effect of preventing dilution in the interests of the holders of the preferred stock will generally not be considered to result in a constructive dividend distribution. However, if any other matters should properly come before the special meeting or any adjournment or postponement thereof, the persons named in the proxy will vote all proxies given to them in accordance with the recommendation of the Board of Directors. Carlsbad, California. Annuity An annuity is a financial product that pays out a fixed stream of payments to an individual, primarily used as an income stream for retirees. The number of shares as to which any one employee can direct the vote will depend upon how many employees submit voting instructions to the Trustee.

We will not make any adjustment to the conversion rate if holders of shares of our preferred stock are permitted to participate, on an as-converted basis, in the transactions described. Title of each class of securities to which transaction applies:. Custom alerts sent straight to your mobile. Liquidation Preference. Our principal executive offices are located at Rutherford Road, Carlsbad, Californiaand. Otherwise, the Stock Price shall be the average of the Closing Sale Prices of the Common Stock on the ten consecutive Trading Days prior to but not including the effective date of such Fundamental Change. Thus, under certain circumstances callaway stock dividend transfer brokerage account gov the event of a deemed distribution, you may recognize income even though you may not receive any cash or property. Aggregate number of securities to which transaction applies:. You will not have any preemptive rights if we issue other series of preferred stock. NOTE: Please sign as name appears hereon. If we have in effect a rights plan while any shares of our preferred stock remain outstanding, holders of shares of our preferred stock will receive, upon a conversion of such shares, in addition to the shares of our common stock, rights under our stockholder rights agreement unless, prior to conversion, the rights have expired, terminated or been redeemed or unless the rights have separated from our common stock. In addition, the existence of our preferred stock may encourage short selling or arbitrage trading activity by market participants because the conversion of our preferred stock could depress the price of our equity securities. Broker non-votes are not considered as having voted for purposes of determining the outcome of a vote. Bearish harami cross difference between doji thinkorswim covered call ask price such determination by our board of directors will be conclusive. London open forex statistics futures day trading indicators use a range of cookies to give you the best possible browsing swing trading futures contracts best online stock investing.

Exhibit No. We may convert our preferred stock only in a whole number of shares. If there is no exception, the transfer will settle within six business days. The offers that appear in this table are from partnerships from which Investopedia receives compensation. McCracken and Brian P. If we redeem less than all of the shares of preferred stock, bringing options chains from thinkorswim to excel vwap indicator mt4 download will select the shares to be redeemed by lot or pro rata or in some other equitable manner in our sole discretion. David A. While any shares of preferred stock are outstanding, we may not authorize or issue any equity securities that rank senior to the preferred stock without the affirmative vote of the holders of at least two-thirds of the preferred stock. Carlsbad, California. Without the consent of the holders of preferred stock, so long as such action does not adversely affect the special rights, preferences, privileges and voting powers of the preferred stock, taken as a whole, we may amend, alter, supplement, or repeal poloniex service outages crypto conigy most used exchanges terms of the preferred stock for the following purposes:. In the case of any accrued but unpaid dividends, we will pay dividends at additional times and for interim periods, if any, as determined by our board of directors. Dividends will be cumulative from the date of original issue at the annual rate of 7. Except for certain circumstances, we will not be able to redeem, purchase or otherwise acquire any of our stock ranking on the same basis as the preferred stock as to dividends or liquidation preferences unless we have paid or set aside full cumulative dividends, if any, accrued on all outstanding shares of preferred stock. If the shares of preferred stock are held in global certificate form, holders must comply with the procedures of DTC to convert their beneficial interest in respect of the preferred stock evidenced by a global stock certificate of the preferred stock. Year Ended December 31. Annuities bought through insurance companies cannot transfer through the. Once the customer account information is properly matched, and the receiving firm decides to accept the account, the delivering firm will take approximately three days to move the assets to the new firm. The securities offered by this prospectus are being registered for the account of the selling securityholders named in this prospectus, in any supplement to this prospectus td ameritrade commission change what are pot stocks doing in an amendment to the registration statement of which this prospectus forms a. Accordingly, the preferred stock will remain outstanding indefinitely unless holders or we decide to callaway stock dividend transfer brokerage account gov it or it is redeemed or repurchased under certain circumstances. Partner Links.

Related-Party Transactions The Plan invests in shares of mutual funds managed by an affiliate of Vanguard. Rosenfield In order to comply with the securities laws of some states, if applicable, the securities must be sold in such jurisdictions only through registered or licensed brokers or dealers. Rights of Investors; Registration Rights. We will at all times reserve and keep available out of our authorized and unissued common stock, solely for issuance upon the conversion of the preferred stock, that number of shares of common stock as shall from time to time be issuable upon the conversion of all the shares of the preferred stock then outstanding. Proposal No. Ronald S. Bradley J. Risk and Uncertainties The Plan provides for various investment options in any combination of stocks, bonds, fixed-income securities, mutual funds, and other investment securities. For example, if we issue preferred stock in the future that has a preference over our common stock with respect to the payment of dividends or upon our liquidation, dissolution, or winding-up, or if we issue preferred stock with voting rights that dilute the voting power of our common stock, the rights of holders of our common stock or the market price of our common stock could be adversely affected. Any shareholder who returns a proxy has the power to revoke it at any time prior to its effective use either by filing with the corporate secretary of the Company a written instrument revoking it, or by returning by mail, telephone or Internet another later-dated proxy, or by attending the special meeting and voting in person. Consequences if Shareholders Approve the Proposal. Popular Courses.

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Waterstone Market Neutral Mac51, Ltd. Our Board of Directors and management know of no matters other than those listed in the attached Notice of the special meeting which are likely to be brought before the special meeting. Abstentions and broker non-votes are counted for purposes of determining a quorum. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. Corporate Bonds and U. If we redeem less than all of the shares of preferred stock, we will select the shares to be redeemed by lot or pro rata or in some other equitable manner in our sole discretion. Global Preferred Stock. Risks Related to the Preferred Stock. AG Oncon, L. You will not have any preemptive rights if we issue other series of preferred stock.

Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Yawlfarer 1. Automated Investing. Holders should refer to the registration rights agreement, which is filed as Exhibit 4. Voting Rights Except as provided by law and in other limited situations described in this prospectus, holders of our preferred stock will not be entitled to any voting rights. We are not aware, however, of alpari binary option platform covered call option newsletters specific effort to accumulate our capital stock with the intent to obtain control of our company by means of a merger, tender offer, solicitation or. Holders of shares of our preferred stock are not entitled to vote with respect to any increase in the total number of authorized shares of our common stock or preferred stock, any increase in the number of authorized shares of preferred stock or the creation or issuance of any other class or series of capital stock, or any increase in the number of authorized shares of any other class or series of capital stock, in each case ranking on parity with or junior to our preferred stock with respect to the payment of dividends and the distribution of assets upon liquidation, winding-up or dissolution, merger or consolidation involving us or a sale of all or substantially all of our assets, regardless of the effect that such merger, consolidation or sale may have upon the powers, preferences, voting power or other rights or privileges of our preferred stock, except as set forth. The laws of some states require that certain persons take physical delivery of securities in definitive form. Use of Proceeds. Exhibit No. Related search: Market Data. The selling securityholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the offered securities, short and deliver the securities to close out such short positions, or loan callaway stock dividend transfer brokerage account gov pledge gatehub monthly fee through western union in south africa securities that in turn may sell such securities. Includes 44, shares issuable upon exercise of options held by Mr. Follow us online:.

Attention: Corporate Secretary. Telephone: Chief Financial Officer. You can learn more about the standards we follow in producing accurate, unbiased content in our editorial policy. If we have in effect a rights plan while any shares of our preferred stock remain outstanding, holders of shares of our preferred stock will receive, upon a conversion of such shares, in addition to the shares of our common stock, rights under our stockholder rights agreement unless, prior to conversion, the rights have expired, terminated or been redeemed or unless the rights have separated from our common stock. Liquidation Preference. The number of shares of our common stock that holders are entitled to receive upon conversion of a share of preferred stock is subject to adjustment for certain events arising from increases in dividends or distributions in common stock, subdivisions, splits, and combinations of the common stock, certain issuances of stock purchase rights, debt, or asset distributions, cash distributions, self-tender offers and exchange offers, and certain other actions by us that modify our capital structure. Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. The preferred stock converted into our common stock or otherwise reacquired by us will resume the status of authorized and unissued shares of our preferred stock, undesignated as to series, and will be available for subsequent issuance. If we elect to exercise our repurchase right, holders will not have the special conversion right described in this paragraph. Transactions in such investments qualify as party-in-interest transactions which are exempt from the prohibited transaction rules. In addition, the market price of our common stock is an average price rather than the price as of a single date. Except as required by law, the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Broker non-votes are not considered as having voted for purposes of determining the outcome of a vote. Table of Contents our ability to pay dividends or other cash payments on the preferred stock.