Preemptive Rights, Redemption or Other Rights
Pursuant to
the Articles
of Incorporation
and the
Bylaws, holders
of Common
Stock do
not have
preemptive rights
or
other rights to purchase,
subscribe for or take
any part of any
shares of the Company’s
capital stock. The Large
Investors
(as defined herein), however, have certain contractual preemptive rights pursuant
to the Side Letter Agreement. In
addition,
the
Company
does
not
have
any
sinking
fund
or
redemption
provisions
in
the
Articles
of
Incorporation
or
the
Bylaws
applicable to its Common Stock.
Conversion
The
Class
A
Common
Stock
does
not
have
any
conversion
rights.
Pursuant
to
the
Articles
of
Incorporation,
the
Company’s shares of
Class B Common
Stock may only
be transferred (a) to
an affiliate of
the holder of
Class B Common
Stock, (b) to the Company, (c) pursuant to a widespread public distribution of the Common Stock (including a transfer to an
underwriter for the purpose
of conducting a widespread
public distribution or pursuant
to Rule 144 under
the Securities Act),
(d) if no transferee or
group of associated transferees would receive 2%
or more of any
class of capital stock entitled
to vote
generally in the election
of directors of the
Company or (e)
to a transferee that would
control more than 50%
of the capital
stock
entitled
to
vote
generally
in
the
election
of
directors
of
the
Company
without
any
transfer
from
the
transferor.
Immediately following
a transfer
of the
type described
in (c),
(d) or
(e) in
the preceding
sentence, each
share of
Class B
Common Stock so transferred is automatically
converted into 0.2 shares of Class A Common
Stock (subject to adjustment
as provided in the Articles
of Incorporation). The Company must at all
times reserve and keep available out
of its authorized
and unissued
shares of
Class A
Common Stock
such number
of shares
of Class
A Common
Stock that
may be
issuable
upon conversion of all of the outstanding shares of Class
B Common Stock.
Stockholder Meetings
Except as
otherwise provided
by law,
the Board,
or any
one or more
shareholders owning,
in the aggregate,
not less
than ten percent of the issued and
outstanding Class A Common Stock,
may call a special meeting of shareholders
at any
time for any purpose not inconsistent with the Articles
of Incorporation or the Bylaws.
Director Removal
Subject to the
rights of holders
of any class
or series of
preferred stock with
respect to the
election of directors,
a director
may be removed from office by the affirmative vote of holders of
shares of capital stock issued and outstanding and entitled
to vote in an election of directors representing
at least a majority of the votes entitled
to be cast thereon, and then,
only for
cause.
Anti-takeover Effects
Certain provisions of the Articles
of Incorporation, the Bylaws,
Florida and U.S. banking
laws to which the Company
is
subject may
have anti-takeover effects
and may
delay, defer, or prevent a
tender offer or
takeover attempt that
a shareholder
might consider
to be
in such
shareholder’s best
interest, including
those attempts
that might
result in a
premium over
the
market price
for the
shares
held by
shareholders,
and
may make
removal
of management
more difficult.
The Articles
of
Incorporation and Bylaws include provisions that:
•
empower the Board, without
shareholder approval, to issue
preferred stock, the terms
of which, including voting
power, are to be set by the
Board;
•
provide that directors
may be removed
from office
only for cause
and only upon
a majority vote
of the shares
of capital stock entitled to vote in an election of directors;
•
prohibit holders
of Class
A Common
Stock from
taking action
by written
consent in
lieu of
a shareholder
meeting;
•
require holders of at least 10% of the Company’s Class
A Common Stock in order to call a special meeting;
•
do not provide for cumulative voting in elections of Company
directors;
•
provide that the Board has the authority to amend the Bylaws;
•
require
shareholders
that
wish
to
bring
business
before
annual
or
special
meetings
of
shareholders,
or
to
nominate candidates for election as directors
at an annual meeting of shareholders,
to provide timely notice of
their intent in writing and satisfy disclosure requirements;
and
•
enable the Board to increase, between annual
meetings, the number of persons serving as
directors and to fill
the vacancies
created as
a result
of the
increase until
the next
meeting of
shareholders by
a majority
vote of
the directors present at a meeting of directors.
Additionally,
the Articles
of Incorporation
prohibit any
direct or
indirect transfer
of stock
or options
to acquire
stock to
any
person
who,
as
a
result
of
the
transfer,
would
own
4.95%
or
more
of
the
Company’s
capital
stock,
as
long
as
the
