Attached files
Exhibit
4.3
DESCRIPTION OF SECURITIES
The following summary of the terms of our capital stock is based
upon our Restated Articles of Incorporation (the “Articles of
Incorporation”) and our Amended and Restated Bylaws (the
“Bylaws”). The summary is not complete, and is
qualified by reference to our Articles of Incorporation and Bylaws
which are filed as exhibits to this Annual Report on Form 10-K and
are incorporated by reference herein. We encourage you to read our
Articles of Incorporation, our Bylaws and the applicable provisions
of the California Corporations Code for additional
information.
Authorized Shares of Capital Stock
Our authorized capital stock consists of 75 million shares of
common stock, $0.01 par value, and 10 million shares of preferred
stock, $0.01 par value.
Listing
Our common stock is listed and principally traded on The Nasdaq
Capital Market under the symbol “AEHR.”
Voting Rights
Each holder of shares of our common stock is entitled to one vote
for each share held of record by such holder on the applicable
record date on all matters submitted to a vote of
shareholders. At a shareholders' meeting at which directors
are to be elected, no shareholder shall be entitled to cumulate
votes unless the candidates' names have been placed in nomination
prior to commencement of the voting and a shareholder has given
notice prior to commencement of the voting of the shareholder's
intention to cumulate votes. If any shareholder has given such a
notice, then every shareholder entitled to vote may cumulate votes
for candidates placed in nomination and give one candidate a number
of votes equal to the number of directors to be elected multiplied
by the number of votes to which that shareholder's shares are
entitled, or distribute the shareholder's votes on the same
principle among any or all of the candidates, as the shareholder
thinks fit. The candidates receiving the highest number of votes,
up to the number of directors to be elected, shall be elected. On
all other matters submitted to the shareholders, the affirmative
vote of the majority of the voting power of the shares present in
person or represented by proxy and entitled to vote shall be the
act of the shareholders.
Dividend Rights
Subject to any preferential dividend rights granted to the holders
of any shares of our preferred stock that may at the time be
outstanding, holders of our common stock are entitled to receive
dividends as may be declared from time to time by our board of
directors out of funds legally available therefor.
Rights upon Liquidation
Subject to any preferential rights of outstanding shares of
preferred stock, holders of our common stock are entitled to share
pro rata, upon any liquidation or dissolution of Aehr, in all
remaining assets legally available for distribution to
shareholders.
Other Rights and Preferences
Our common stock has no sinking fund, redemption provisions, or
preemptive, conversion, or exchange rights. Special meetings of
shareholders may be called by shareholders holding shares
representing not less than 10% of the outstanding votes entitled to
vote at the meeting. Holders of our common stock may also act by
unanimous written consent.
Transfer Agent and Registrar
Computershare Trust Company, N.A. is the transfer agent and
registrar for our common stock.
Certain Anti-Takeover Effects
As a California corporation, Aehr is subject to the provisions of
Section 1203 of the California General Corporation Law, which
requires it to provide a fairness opinion to its shareholders in
connection with their consideration of any proposed
“interested party” reorganization
transaction.