The Ohio Proposed Amendment to the Restated Certificate of Incorporation is a legal document that outlines the changes made to a company's charter to allow the authorization of preferred stock. This amendment grants the company the ability to issue a new class of stock, known as preferred stock, alongside the existing common stock. Preferred stock is a type of stock that typically carries certain advantages over common stock. It grants shareholders preferential treatment in terms of dividends and liquidation preferences. Holders of preferred stock are entitled to receive dividends before common stockholders and have a higher claim on the company's assets in the event of liquidation. The Ohio Proposed Amendment provides an opportunity for companies to raise capital by issuing preferred stock. This additional funding can be crucial in furthering business growth, expanding operations, or making strategic acquisitions. Moreover, it allows companies to diversify their capital structure and accommodate various types of investors with differing risk preferences. There are several types of preferred stock that can be authorized through the Ohio Proposed Amendment to the Restated Certificate of Incorporation, including: 1. Cumulative Preferred Stock: This type of preferred stock accumulates unpaid dividends, and they must be paid to shareholders before any dividends can be distributed to common stockholders. 2. Non-Cumulative Preferred Stock: Unlike cumulative preferred stock, non-cumulative preferred stock does not accumulate unpaid dividends. If dividends are not declared or paid during a specific period, they are forfeited and cannot be claimed in future periods. 3. Convertible Preferred Stock: This type of preferred stock allows shareholders the option to convert their shares into common stock at a predetermined conversion ratio. This feature allows investors to benefit from potential future appreciation in the company's stock value. 4. Redeemable Preferred Stock: Redeemable preferred stock comes with a predetermined date or condition under which the company can redeem the shares. The redemption may occur at the option of the company or the shareholder. This type of stock provides flexibility to the company to repurchase shares when deemed necessary. 5. Adjustable Rate Preferred Stock: Adjustable rate preferred stock has a dividend rate that changes over time based on a predetermined formula or market conditions. This allows the dividend to adapt to changes in interest rates or other relevant factors. These different types of preferred stock provide flexibility in structuring investment opportunities and can be tailored to meet the specific needs of the company and its potential investors. In summary, the Ohio Proposed Amendment to the Restated Certificate of Incorporation enables a company to authorize preferred stock, a unique class of stock with various advantages and characteristics. By incorporating preferred stock, companies gain the ability to attract different types of investors, increase their financial flexibility, and support long-term growth and strategic initiatives.