Description of Securities
Midnight Candle Company’s authorized capital stock consists of 100,000,000 shares of a single class of common stock, having a $0.001 par value.
The holders of MCC’s common stock:
| 1. | Have equal ratable rights to dividends from funds legally available therefor, when, as and if declared by MCC’s Board of Directors; |
| 2. | Are entitled to share ratably in all of MCC’s assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of MCC’s affairs; |
| 3. | Do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and |
| 4. | Are entitled to one vote per share on all matters on which stockholders may vote. |
Non-Cumulative Voting
Holders of shares of Midnight Candle Company’s common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of MCC’s directors.
Cash Dividends
As of the date of this Prospectus, Midnight Candle Company has not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of MCC’s board of directors and will depend upon MCC’s earnings, if any, capital requirements and financial position, general economic conditions, and other pertinent conditions. It is the present intention of MCC not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in MCC’s business operations.
