Item 3.02. Unregistered Sales of
To the extent applicable, the information set forth in Item 3.03 is incorporated by reference into this Item 3.02.
Item 3.03. Material Modification of Rights of Security Holders.
On
The conversion occurred pursuant to Article IV, Section M of the Charter, which provides that each share of Class B common stock shall be convertible into one fully paid and nonassessable share of Class A common stock at the option of the holder thereof at any time upon written notice to the Company. Pursuant to Article IV, Section M, the shares of Class B common stock that are converted pursuant to this section shall be retired by the Company and shall not be available for issuance.
The conversion had the following effects, among others, on the holders of the Class B common stock:
Voting Power. Prior to the conversion, Wanda as the holder of shares of Class B
common stock was entitled to three votes per share of Class B common stock on
any matter submitted to a vote of the Company's shareholders. As a result of the
conversion, all holders of Class A common stock have only one vote per share on
all matters subject to a shareholder vote. In addition, the provisions of the
Charter and
Economic Interests. Because holders of shares of Class A common stock are entitled to the same economic interests to which Wanda was entitled with respect to its Class B common stock before the conversion, including with regard to dividends, liquidation rights and treatment in connection with a change of control or merger transaction, the conversion had no impact on the economic interests of Wanda.
Capitalization. The conversion had no impact on the total number of the Company's issued and outstanding shares of capital stock; the shares of Class B common stock converted into an equivalent number of shares of Class A common stock. The conversion also had no impact on the Company's total number of authorized shares of capital stock.
Item 8.01. Financial Statements and Exhibits
In order to permit sales of its common stock, on
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