Green Dot 2010 Annual Report Download - page 82

Note 9 — Stockholders’ Equity (continued)
our Class A common stock or our Class B common stock to vote separately as a single class in the
following circumstances:
• If we were to seek to amend our Certificate of Incorporation to increase the authorized number of
shares of a class of stock, or to increase or decrease the par value of a class of stock, then that class
would be required to vote separately to approve the proposed amendment; and
• If we were to seek to amend our Certificate of Incorporation in a manner that altered or changed the
powers, preferences or special rights of a class of stock in a manner that affected its holders
adversely, then that class would be required to vote separately to approve the proposed
amendment.
Our Certificate of Incorporation requires the separate vote and majority approval of each class of our
common stock prior to distributions, reclassifications and mergers or consolidations that would result in
one class of common stock being treated in a manner different from the other, subject to limited exceptions,
and amendments of our Certificate of Incorporation that would affect our dual class stock structure.
We have not provided for cumulative voting for the election of directors in our restated Certificate of
Incorporation. In addition, our Certificate of Incorporation provides that, if we become a bank holding
company, a holder, or group of affiliated holders, of more than 24.9% of our common stock may not vote
shares representing more than 14.9% of the voting power represented by the outstanding shares of our
Class A and Class B common stock.
Dividends
Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the
holders of outstanding shares of our Class A and Class B common stock are entitled to receive dividends
out of funds legally available at the times and in the amounts that our board of directors may determine. In
the event a dividend is paid in the form of shares of common stock or rights to acquire shares of common
stock, the holders of Class A common stock will receive Class A common stock, or rights to acquire Class A
common stock, as the case may be, and the holders of Class B common stock will receive Class B
common stock, or rights to acquire Class B common stock, as the case may be. However, in general and
subject to certain limited exceptions, without approval of each class of our common stock, we may not pay
any dividends or make other distributions with respect to any class of common stock unless at the same
time we make a ratable dividend or distribution with respect to each outstanding share of common stock,
regardless of class.
Liquidation
Upon our liquidation, dissolution or winding-up, the assets legally available for distribution to our
stockholders would be distributable ratably among the holders of our Class A and Class B common stock
and any participating preferred stock outstanding at that time after payment of liquidation preferences, if
any, on any outstanding shares of our preferred stock and payment of other claims of creditors.
Preemptive or Similar Rights
Neither our Class A nor our Class B common stock is entitled to preemptive rights, and neither is
subject to redemption.
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GREEN DOT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)