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 one share 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.
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
