Authorized But Unissued
Our authorized but unissued shares of common
stock and preferred stock will be available for future issuance
without stockholder approval. These additional shares may be
utilized for a variety of corporate purposes, including future
public offerings to raise additional capital, corporate
acquisitions and employee benefit plans. The existence of
authorized but unissued shares of common stock and preferred
stock could render more difficult or discourage an attempt to
obtain control of Stereotaxis by means of a proxy contest,
tender offer, merger or otherwise.
Amendments; Supermajority Vote
The Delaware General Corporation Law provides
generally that the affirmative vote of a majority of the shares
entitled to vote on any matter is required to amend a
corporations certificate of incorporation or bylaws,
unless either a corporations certificate of incorporation
or bylaws require a greater percentage. Our amended and restated
certificate of incorporation will impose supermajority vote
requirements of 66 2/3% of the voting power of our capital
stock in connection with the amendment of certain provisions of
our amended and restated certificate of incorporation and
amended and restated bylaws, including those provisions relating
to the classified board of directors, action by written consent
and the ability of stockholders to call special meetings.
Nasdaq National Market Listing
We have applied for quotation of our common stock
on the Nasdaq National Market under the symbol STXS.
Transfer Agent And Registrar
The transfer agent and registrar for our common
stock will be The Bank of New York. Its address is 101 Barclay
Street, Floor 11E, New York, NY 10286, and its telephone number
is (212) 815-3644.