#One discovery inc series

Such extraordinary corporate transactions include fundamental changes in Discovery’s business, major acquisitions and dispositions, public offerings of securities, the merger, consolidation or other business combination by Discovery into or with any other entity (other than any transaction involving only Discovery and/or one or more of its subsidiaries), the sale of substantially all of its assets, or liquidation.

#One discovery inc series

Subject to the rights of the holders of certain series of preferred stock, the affirmative vote of the holders of at least 80% of the total voting power of the then outstanding voting securities is required in order for Discovery to take certain action, including: (a) the amendment of Discovery’s charter or bylaws, (b) a merger or consolidation involving Discovery, (c) the sale, lease or exchange of all, or substantially all, of the assets of Discovery, or (d) the dissolution of Discovery provided in the case of (b), (c) and (d), however, that this voting requirement does not apply if at least 75% of the members of the Board of Directors then in office have approved such action.ĭiscovery may not undertake certain extraordinary corporate transactions without the consent of the holders of a majority of the outstanding shares of the Series A-1 preferred stock.

In addition, the consent of holders of 75% of the then-outstanding shares of Discovery Series B common stock, voting together as a separate class, is required for any issuance of shares of Discovery Series B common stock by Discovery (except in limited circumstances). Subject to any preferential rights of holders of Discovery Series A-1 preferred stock and any other outstanding series of preferred stock created by the Discovery board from time to time, the holders of outstanding shares of Discovery Series A common stock, Discovery Series B common stock, Discovery Series A-1 preferred stock, and each series of any other preferred stock entitled to vote thereon, if any, will vote as one class with respect to all matters to be voted on by Discovery stockholders (excluding, with respect to the holders of Discovery Series A-1 preferred stock, the election of the directors to be elected by the holders of Discovery common stock).