Green Dot 2014 Annual Report Download - page 32

Under the agreement, we have agreed to maintain compliance with a maximum consolidated leverage ratio and
a minimum consolidated fixed charge coverage ratio of 1.75 and 1.25, respectively, at the end of any fiscal quarter.
Our ability to meet these financial ratios and tests will be dependent upon our future performance and may be affected
by events beyond our control (including factors discussed in this “Risk Factors"„section). If we fail to satisfy these
requirements, our indebtedness under these agreements could become accelerated and payable at a time when we
are unable to pay them. This would adversely affect our ability to implement our operating strategies and would have
a material adverse effect on our financial condition.
Risks Related to Ownership of Our Class€A Common Stock
The price of our Class€A common stock may be volatile.
In the recent past, stocks generally, and financial services company stocks in particular, have experienced high
levels of volatility. The trading price of our Class„A common stock has been highly volatile since our initial public offering
and may continue to be subject to wide fluctuations. The trading price of our Class„A common stock depends on a
number of factors, including those described in this “Risk Factors” section, many of which are beyond our control and
may not be related to our operating performance. Factors that could cause fluctuations in the trading price of our
Class„A common stock include the following:
• price and volume fluctuations in the overall stock market from time to time;
• significant volatility in the market prices and trading volumes of financial services company stocks;
• actual or anticipated changes in our results of operations or fluctuations in our operating results;
• actual or anticipated changes in the expectations of investors or the recommendations of any securities analysts
who follow our Class„A common stock;
• actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape
generally;
• the public’s reaction to our press releases, other public announcements and filings with the SEC;
• litigation and investigations or proceedings involving us, our industry or both or investigations by regulators
into our operations or those of our competitors;
• new laws or regulations or new interpretations of existing laws or regulations applicable to our business;
• changes in accounting standards, policies, guidelines, interpretations or principles;
• general economic conditions;
• changes to the indices in which our Class A common stock is included; and
• sales of shares of our Class„A common stock by us or our stockholders.
In the past, many companies that have experienced volatility in the market price of their stock have become subject
to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against
us could result in substantial costs and divert our management’s attention from other business concerns, which could
seriously harm our business.
Our charter documents, Delaware law and our status as bank holding company could discourage, delay
or prevent a takeover that stockholders consider favorable and could also reduce the market price of our
stock.
Our certificate of incorporation and bylaws contain provisions that could delay or prevent a change in control of
our company. These provisions could also make it more difficult for stockholders to nominate directors for election to
our board of directors and take other corporate actions. These provisions, among other things:
• provide for non-cumulative voting in the election of directors;
• provide for a classified board of directors;
• authorize our board of directors, without stockholder approval, to issue preferred stock with terms determined
by our board of directors and to issue additional shares of our Class A common stock;
• limit the voting power of a holder, or group of affiliated holders, of more than 24.9% of our common stock to
14.9%;
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