Green Dot 2012 Annual Report Download - page 82

GREEN DOT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
72
Note 9—Stockholders’ Equity (continued)
Voting
Series A Preferred Stock is non-voting, subject to limited exceptions.
Dividends
Holders of shares of the Series A Preferred Stock are entitled to receive ratable dividends (on an as-converted
basis, taking into account the conversion rate applicable to the Series A Preferred Stock at the time) only as, if and
when any dividends are paid in respect of our Class A Common Stock.
Liquidation
In the event of any liquidation, dissolution or winding-up of the affairs of our company (excluding a Reorganization
Event (defined below)), of the assets of our company or the proceeds thereof legally available for distribution to our
stockholders are distributable ratably among the holders of our Class A Common Stock, Class B Common Stock and
any Series A Preferred Stock outstanding at that time after payment to the holders of shares of our Series A Preferred
Stock of an amount per share equal to (i) $0.01 plus (ii) any dividends on our Series A Preferred Stock that have been
declared but not paid prior to the date of payment of such distribution.
In connection with any merger, sale of all or substantially all of the assets or other reorganization involving our
company (a “Reorganization Event”) and in which our Class A Common Stock is converted into or exchanged for cash,
securities or other consideration, holders of shares of our Series A Preferred Stock will be entitled to receive ratable
amounts (on an as-converted basis, taking into account the conversion rate applicable to Series A Preferred Stock at
the time) of the same consideration as is payable to holders of our Class A Common Stock pursuant to a Reorganization
Event.
Conversion
Our Series A Preferred Stock is not convertible into any other security except that it converts into Class A Common
Stock if it is transferred by a holder (i) in a widespread public distribution, (ii) in a private sale or transfer in which the
transferee acquires no more than 2% of any class of voting shares of our company, (iii) to a transferee that owns or
controls more than 50% of the voting shares of our company without regard to any transfer from the transferring
shareholder or (iv) to our company. Each share of Series A Preferred Stock so transferred will automatically convert
into 1,000 shares (subject to appropriate adjustment for any stock split, reverse stock split, stock dividend,
recapitalization or other similar event) of our Class A Common Stock.
Common Stock
Our Certificate of Incorporation specifies the following rights, preferences, and privileges for our common
stockholders.
Voting
Holders of our Class A common stock are entitled to one vote per share and holders of our Class B common stock
are entitled to ten votes per share. In general, holders of our Class A common stock and Class B common stock will
vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders,
unless otherwise required by law. Delaware law could require either 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.