iRobot 2015 Annual Report Download - page 78

ARTICLE IV
CAPITAL STOCK
The total number of shares of capital stock which the Corporation shall have authority to issue is One
Hundred Five Million (105,000,000) shares, of which (i) One Hundred Million (100,000,000) shares shall be a
class designated as common stock, par value $0.01 per share (the “Common Stock”), and (ii) Five Million
(5,000,000) shares shall be a class designated as undesignated preferred stock, par value $0.01 per share (the
“Undesignated Preferred Stock”).
The number of authorized shares of the class of Common Stock and Undesignated Preferred Stock may
from time to time be increased or decreased (but not below the number of shares outstanding) by the affirmative
vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote, without a vote of
the holders of the Undesignated Preferred Stock (except as otherwise provided in any certificate of designations
of any series of Undesignated Preferred Stock).
The powers, preferences and rights of, and the qualifications, limitations and restrictions upon, each
class or series of stock shall be determined in accordance with, or as set forth below in, this Article IV.
A. COMMON STOCK
Subject to all the rights, powers and preferences of the Undesignated Preferred Stock and except as
provided by law or in this Article IV (or in any certificate of designations of any series of Undesignated Preferred
Stock):
(a) the holders of the Common Stock shall have the exclusive right to vote for
the election of directors of the Corporation (the “Directors”) and on all other matters requiring stockholder
action, each outstanding share entitling the holder thereof to one vote on each matter properly submitted to the
stockholders of the Corporation for their vote; provided, however, that, except as otherwise required by law,
holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate (or on any
amendment to a certificate of designations of any series of Undesignated Preferred Stock) that alters or changes
the powers, preferences, rights or other terms of one or more outstanding series of Undesignated Preferred Stock
if the holders of such affected series are entitled to vote, either separately or together with the holders of one or
more other such series, on such amendment pursuant to this Certificate (or pursuant to a certificate of
designations of any series of Undesignated Preferred Stock) or pursuant to the DGCL;
(b) dividends may be declared and paid or set apart for payment upon the
Common Stock out of any assets or funds of the Corporation legally available for the payment of dividends, but
only when and as declared by the Board or any authorized committee thereof; and
(c) upon the voluntary or involuntary liquidation, dissolution or winding up of
the Corporation, the net assets of the Corporation shall be distributed pro rata to the holders of the Common
Stock.
B. UNDESIGNATED PREFERRED STOCK
The Board of Directors or any authorized committee thereof is expressly authorized, to the fullest extent
permitted by law, to provide for the issuance of the shares of Undesignated Preferred Stock in one or more series
of such stock, and by filing a certificate pursuant to applicable law of the State of Delaware, to establish or
change from time to time the number of shares of each such series, and to fix the designations, powers, including
voting powers, full or limited, or no voting powers, preferences and the relative, participating, optional or other
special rights of the shares of each series and any qualifications, limitations and restrictions thereof.
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