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Title
of each class
to
be so registered
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Name
of each exchange on which
each
class is to be registered
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None
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·
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Par
Value: The Series A Nonvoting Preferred Shares do not
have a par value.
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·
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Rank: The
Series A Nonvoting Preferred Shares rank, with respect to distributions
and rights on liquidation, dissolution and winding-up: (i) on a parity
with the registrant’s common shares and each other class and series of
shares of the registrant, the terms of which expressly provide that such
class or series ranks on a parity with the Series A Nonvoting Preferred
Shares as to distributions or rights on liquidation, dissolution and
winding-up (collectively referred to as “Parity Securities”); and (ii)
junior to each class or series of shares of the registrant, the terms of
which expressly provide that such class or series ranks senior to the
Series A Nonvoting Preferred Shares as to dividend rights and rights on
liquidation, dissolution and winding-up of the
registrant.
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|
·
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Distribution
Rights: Holders of Series A Nonvoting Preferred Shares
are entitled to receive distributions only when, as and if declared by the
registrant’s board of directors out of funds legally available therefor,
whether in the form of cash, property or securities of the registrant,
ratably on a per-share basis. The rights of the holders of Series A
Nonvoting Preferred Shares to receive distributions are subject to the
rights of each other series of preferred shares of the registrant then
outstanding.
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·
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Voting
Rights: The Series A Nonvoting Preferred Shares do not
entitle their holders to any voting rights with respect to the registrant
except as otherwise required by applicable law. South Carolina
law entitles the holders of a class or series of otherwise nonvoting
shares to vote as a separate voting group in connection with the approval
of: (i) certain proposed amendments to the corporation’s articles of
incorporation; (ii) a plan of merger that contains a provision that, if
contained in a proposed amendment to the corporation’s articles of
incorporation, would entitle the holders to vote as a separate voting
group; or (iii) a plan of share exchange that includes the class or series
of nonvoting shares in the
exchange.
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·
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Liquidation
Rights: Subject to the rights of any other series of
preferred shares of the registrant then outstanding, in the event of any
liquidation, dissolution or winding up of the registrant, whether
voluntary or involuntary, the remaining assets and funds of the registrant
available for distribution, if any, will be distributed among the holders
of Series A Nonvoting Preferred Shares and Parity Securities in proportion
to the number of Series A Nonvoting Preferred Shares and Parity Securities
held by each of them.
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·
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Preemptive
Rights: The Series A Nonvoting Preferred Shares are not
entitled to any preemptive rights.
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|
·
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Conversion: The
Series A Nonvoting Preferred Shares are not convertible into any other
security of the registrant.
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|
·
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Redemption/Repurchase: The
Series A Nonvoting Preferred Shares are not subject to any redemption
rights or sinking fund provisions. There is no restriction on the
repurchase or redemption of shares by the registrant while there is any
arrearage in the payment of dividends or sinking fund
installments.
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1.
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Restated
articles of incorporation of the registrant dated December 30, 2009 (filed
herewith)
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2.
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Bylaws
of the registrant (filed as Exhibit 3.05 to Registration Statement No.
333-65460 and incorporated by reference
herein)
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